Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. (b) The Preamble, and all Recital, Article, Section, Subsection, schedule and exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein. (c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. (d) Except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars. (e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified. (f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a 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 Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Enbridge Energy Management L L C), Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule and exhibit references used Unless otherwise specified in this Agreement are to or if the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless context otherwise specified herein.
(c) Except as otherwise expressly provided hereinrequires, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural words importing one gender shall include all other genders and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation”; (iv) the word “or” is not exclusive; (viii) 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 Agreementwhole; and (viiv) 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”; and (v) the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(dc) Except as Unless otherwise expressly provided herein or specified in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablethis Agreement, the term “dollars” and the symbol “$” mean United States 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 amounts referenced other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest xxxxx.
(d) For purposes of the representations and warranties made by the Company in this Agreement, the Parties agree that disclosure of any item in any section of the Company Disclosure Letter 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 Letter are in United States DollarsSchedule 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) Except 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 expressly provided hereinspecified in this Agreement or the context otherwise requires, references to any information or document being “made available,” “furnished” or “provided” (and words of similar import) to the Parent, Merger Sub or any of their respective Representatives as of or prior to the date of this Agreement shall mean such information or document (i) having been posted to the data room hosted by Datasite and maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent or its outside legal counsel at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, (iii) made physically available to the representatives of Parent’s outside legal counsel at the properties or offices of the Company or any of its Subsidiaries, in each case of clauses (i), (ii) or (iii), in connection with the Transactions and on or prior to the date of this Agreement, or (iv) filed with the SEC and publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System to the extent in unredacted form at least one Business Day prior to the date of this Agreement. For the avoidance of doubt, this clause shall not apply for purposes of Section 8.2.
(h) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(gi) The Company Disclosure Letter Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter, as applicable, Schedule shall not be deemed to be an acknowledgement acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) 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 have either result in a Company Material Adverse Effect or a Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, as applicable, or to affect the interpretation of such term other than for purposes of this Agreement.
(h) The Parties have participated jointly in negotiating 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 drafting this Agreement. In Section 8.3, the event that an ambiguity or a question term “Transactions” shall not be deemed to include the Airbus Term Sheet, any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of intent or interpretation arisesParent pursuant to Section 5.5(f)(ii), this Agreement shall be construed as if drafted jointly the transactions contemplated by the Parties, and no presumption Airbus Term Sheet or burden of proof shall arise favoring any divestitures contemplated by Sections 5.5(d) or disfavoring any Party by virtue of the authorship of any provision of this Agreement.Section 5.5(f). [Signature Page Follows]
Appears in 2 contracts
Samples: Merger Agreement (Boeing Co), Merger Agreement (Boeing Co)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified herein, all Preamble, and all Recital, Article, Section, Subsectionclauses, schedule Exhibit and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, exhibits and schedules and exhibits to this Agreement unless otherwise specified hereinAgreement.
(c) Except as Unless the context otherwise expressly provided hereinrequires, 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); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (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) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise expressly specifically provided herein or in as the Company Disclosure Letter or the Parent Disclosure Letter, as applicablecontext otherwise requires, the term “dollars” and the symbol “$” mean United States Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency amounts referenced in this Agreementother than Canadian Dollars, to the extent applicable, the Company Disclosure Letter Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the Parent Disclosure Letter are in United States Dollarsevent the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx.
(e) Except as otherwise expressly specifically provided herein or the context otherwise requires, wherever this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) one or more such Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives, in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement, or (ii) such information or document is publicly available on SEDAR or XXXXX and not subject to any redactions or omissions not later than 5:00 p.m. (New York time) on the Business Day prior to the date of this Agreement.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(fg) Except as otherwise expressly specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(h) Except as otherwise specifically provided herein, (i) all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and in any other documents attached thereto or incorporated therein, and (ii) all references to this Agreement mean this Agreement (taking into account the case provisions of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read Section 8.4) as referring to such amended, re-enacted, consolidated supplemented or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made modified from time to time in connection therewithaccordance with Section 8.7.
(gi) The Company Disclosure Letter and Parent 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 contained in a provision of this Agreement or as an exception to one or more representations or warranties contained set forth in ARTICLE V Schedule A or ARTICLE VISchedule B, as applicable, or to one or more covenants contained set forth in this Agreement. Inclusion of any such items or information in the a Company Disclosure Letter or Parent a Purchaser Disclosure Letter, as applicable, 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 have either result in 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.
(hj) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Where a reference in this Agreement is made to an Article, Section, Subsection, schedule and exhibit references used in this Agreement are Recital, Preamble or Exhibit, such reference shall be to the recitalsan Article, articlesSection, sectionsSubsection, subsectionsRecital, schedules and exhibits Preamble or Exhibit of or to this Agreement Agreement, unless otherwise specified hereinindicated.
(c) Except Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as otherwise expressly provided herein, for purposes a whole and not to any particular provision of this Agreement: ; (iiii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iiiv) 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 versain 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 xxxxx; (iiiv) whenever the words “include,” “includes” or “including” are usedused in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ivvi) the word term “or” is not exclusiveexclusive and has the meaning represented by the phrase “and/or”; (vvii) the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms references in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement as a whole to the “United States” or the “U.S.” mean the United States of America and not any particular provision of this Agreementits territories and possessions; and (viix) 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”.
; (dx) Except all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(gd) 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 Whenever this Agreement or as an exception refers to one or more representations or warranties contained in ARTICLE V or ARTICLE VIa number of days, as applicablesuch number shall refer to calendar days, 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 a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreementunless Business Days are specified.
(he) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, the Company or any of their respective Representatives, as applicable, prior to the date hereof, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement prior to December 20, 2020, or (iii) in the case of Parent, filed with or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system prior to the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Where a reference in this Agreement is made to an Article, Section, Subsection, schedule and exhibit references used in this Agreement are Recital, Preamble or Exhibit, such reference shall be to the recitalsan Article, articlesSection, sectionsSubsection, subsectionsRecital, schedules and exhibits Preamble or Exhibit of or to this Agreement Agreement, unless otherwise specified hereinindicated.
(c) Except Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as otherwise expressly provided herein, for purposes a whole and not to any particular provision of this Agreement: ; (iiii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iiiv) 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 versain 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 xxxxx; (iiiv) whenever the words “include,” “includes” or “including” are usedused in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ivvi) the word term “or” is not exclusiveexclusive and has the meaning represented by the phrase “and/or”; (vvii) the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms references in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement as a whole to the “United States” or the “U.S.” mean the United States of America and not any particular provision of this Agreementits territories and possessions; and (viix) 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”.
; (dx) Except all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(gd) 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 Whenever this Agreement or as an exception refers to one or more representations or warranties contained in ARTICLE V or ARTICLE VIa number of days, as applicablesuch number shall refer to calendar days, 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 a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreementunless Business Days are specified.
(he) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system prior to the date hereof.
Appears in 2 contracts
Samples: Merger Agreement (BridgeBio Pharma, Inc.), Merger Agreement (BridgeBio Pharma, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified herein, all Preamble, and all Recital, Article, Section, Subsectionclauses, schedule and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, and schedules and exhibits to this Agreement unless otherwise specified hereinAgreement.
(c) Except as Unless the context otherwise expressly provided hereinrequires, 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); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (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) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Applicable Accounting Standards; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise expressly specifically provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablecontext otherwise requires, the term “dollars” and the symbol “$” mean United States Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency amounts referenced in this Agreementother than Canadian Dollars, to the extent applicable, the Company Disclosure Letter Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the Parent Disclosure Letter are in United States Dollarsevent the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx.
(e) Except as otherwise expressly specifically provided herein or as context otherwise requires, for purposes of Section 4.2, any amount to be reflected or calculated in U.S. Dollars as contemplated by Section 4.2, shall be determined, as applicable, by converting Canadian Dollars to U.S. Dollars at the foreign exchange rate published by the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the applicable time or the applicable time of calculation (as reasonably determined by the Company), and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(fg) Except as otherwise expressly specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced from time to time and in as of the case applicable date or during the applicable period 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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreementtime.
(h) Except as otherwise specifically provided herein, (i) all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein, and (ii) all references to this Agreement mean this Agreement (taking into account Section 7.4) as amended, supplemented or otherwise modified from time to time in accordance with Section 7.7.
(i) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Altria Group, Inc.), Investor Rights Agreement (Cronos Group Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule and exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.
(d) Except as otherwise expressly provided herein or in the Company Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V VI or ARTICLE VIVII, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company 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 Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Enbridge Energy Partners Lp), Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement, all Preamble, and all Recital, Article, Section, Subsectionclause, schedule and exhibit Annex references used in this Agreement are to the preamble, recitals, articles, sections, subsections, schedules clauses and exhibits annexes to this Agreement unless otherwise specified hereinAgreement.
(c) Except as Unless otherwise expressly provided hereinspecified 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); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (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) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP; (viii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; and (ix) 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.
(d) Except as Unless otherwise expressly provided herein or specified in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablethis Agreement, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term U.S. Dollars for purposes of this Agreement.
(h) The Parties have participated jointly Agreement and all amounts in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementpaid in U.S. Dollars. The term “or” is not exclusive.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Change Healthcare Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, and all Recital, Article, Section, Subsectionclause, schedule Exhibit and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sectionsSections, subsectionsclauses, exhibits and schedules and exhibits to this Agreement unless otherwise specified herein.Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(cii) Except if a term is defined as otherwise expressly provided hereinone part of speech (such as a noun), for purposes it shall have a corresponding meaning when used as another part of this Agreement: speech (isuch as a verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iiiv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; ;
(iiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”;
(iv) the word “or” is not exclusive; (vvi) 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 ;
(vivii) 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;”.
(dviii) Except 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 otherwise expressly provided herein 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 in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, things;
(xi) the term “dollars” and the symbol “$” mean United States 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 amounts referenced 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 xxxxx;
(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 Company Disclosure Letter Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the Parent Disclosure Letter are in United States Dollars.SEC not later than prior to the date of this Agreement;
(exiii) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References Day and references to a number of days shall refer to calendar days unless Business Days are specified.;
(fxiv) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 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 includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidelinesschedules, bulletins annexes, addendums, exhibits and any other documents attached thereto 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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a 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 incorporated therein 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.reference and
Appears in 2 contracts
Samples: Merger Agreement (Voya Financial, Inc.), Merger Agreement (Voya Financial, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified herein, all Preamble, and all Recital, Article, Section, Subsectionclauses, schedule and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, and schedules and exhibits to this Agreement unless otherwise specified hereinAgreement.
(c) Except as Unless the context otherwise expressly provided hereinrequires, 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); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (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) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Applicable Accounting Standards; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise expressly specifically provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablecontext otherwise requires, the term “dollars” and the symbol “$” mean United States Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency amounts referenced in this Agreementother than Canadian Dollars, to the extent applicable, the Company Disclosure Letter Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the Parent Disclosure Letter are in United States Dollarsevent the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx.
(e) Except as otherwise expressly specifically provided herein, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced from time to time and in as of the case applicable date or during the applicable period 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 therewithtime.
(g) The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either Except as otherwise specifically provided herein, (i) all references in response to an express disclosure requirement contained in a provision of this Agreement to any Contract, other agreement, document or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained in instrument (excluding this Agreement. Inclusion of ) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any items other documents attached thereto or information incorporated 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 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 a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreementaccordance with Section 7.7.
(h) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule Section and exhibit Subsection references used in this Agreement are to the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation”; (iv) 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 (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.
(d) Except as otherwise expressly provided herein or in the Company Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V VI or ARTICLE VIVII, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company 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 Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule Section and exhibit Subsection references used in this Agreement are to the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i1) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii2) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii3) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv4) the word “or” is not exclusive; (v5) 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 (vi6) 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”.
(d) Except as otherwise expressly provided herein or in the Company Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE Article V or ARTICLE Article VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company 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 Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Tc Pipelines Lp)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The All Preamble, and all Recital, Article, Section, Subsection, schedule Company Disclosure Letter, Parent Disclosure Letter and exhibit Exhibit references used in this Agreement are to the preamble, recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as Unless the context expressly otherwise expressly provided hereinrequires, 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);
(ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; ;
(iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; ;
(iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 ;
(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) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and
(viii) references in this Agreement to the “United States” or abbreviations thereof mean the United States of America and its territories and possessions.
(d) Except as otherwise expressly specifically provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablecontext expressly otherwise requires, the term “dollars” and the symbol “$” mean United States Dollars, Dollars and currency all amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are Agreement shall be paid in United States Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest xxxxx.
(e) Except as otherwise expressly specifically provided herein, to the extent this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) such one or more Parties or Representatives thereof made such information or document available (or delivered or provided such information or document) at or prior to 3:00 p.m. (New York time) in any virtual datarooms established by or on behalf of the Company in connection with the transactions contemplated by this Agreement or otherwise to such other Party or Parties or its or their Representatives or (ii) such information or document is publicly available at least one (1) Business Day prior to the date of this Agreement in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC and not subject to any redactions or omissions.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(fg) Except as otherwise expressly specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththerewith and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement.
(gh) The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either Except as otherwise specifically provided herein, (i) all references in response to an express disclosure requirement contained in a provision of this Agreement to any Contract, other agreement, document or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained in instrument (excluding this Agreement. ) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached or incorporated thereto and (ii) all references to this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended, supplemented or otherwise modified from time to time in accordance with Section 10.5.
(i) Inclusion of any items matter or information in the a Company Disclosure Letter or a Parent Disclosure Letter, as applicable, 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 have either result in 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.
(hj) 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.
Appears in 1 contract
Samples: Merger Agreement (Syntel Inc)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule Schedule and exhibit Exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation”; (iv) 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 (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”.
(d) Except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicableherein, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when When calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days days, shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all All references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V or ARTICLE VI, as applicableArticle III, 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 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 Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (TS Innovation Acquisitions Corp.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement, all Preamble, and all Recital, Article, Section, Subsectionclause, schedule and exhibit Annex references used in this Agreement are to the preamble, recitals, articles, sections, subsections, schedules clauses and exhibits annexes to this Agreement unless otherwise specified hereinAgreement.
(c) Except as Unless otherwise expressly provided hereinspecified 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); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) 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 (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) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP; (viii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; and (ix) 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.
(d) Except as Unless otherwise expressly provided herein or specified in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablethis Agreement, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term U.S. Dollars for purposes of this Agreement.
(h) The Parties have participated jointly Agreement and all amounts in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementpaid in U.S. Dollars.
Appears in 1 contract
Samples: Merger Agreement (LHC Group, Inc)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule and exhibit references As used in this Agreement are to the recitalsAgreement, articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have words “hereof”, “herein”, “hereto”, “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, refer to this Agreement as a comparable meaning when used in the plural whole and vice versa; not to any particular provision of this Agreement, (ii) the word “including”, and words importing the masculine gender of similar import, shall include the feminine mean “including, but not limited to” and neutral genders and vice versa; “including, without limitation”, (iii) whenever the words terms “includesdollars” or and “includingU.S.$” are usedshall mean United States Dollars, they the lawful currency of the United States of America, (iv) the word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”; , (ivv) 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 (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.
, (dvii) Except any noun or pronoun shall be deemed to include the plural as otherwise expressly provided herein or in well as the Company Disclosure Letter or singular and to cover all genders, (viii) the Parent Disclosure Letter, as applicable, the term words “dollarsasset” and “property” shall be construed to have the symbol “$” mean United States Dollarssame meaning and effect, (ix) references to a Person are also to its permitted successors and assigns, (x) masculine gender shall also include the feminine and neutral genders, and currency amounts referenced vice versa, (xi) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in this Agreement, a visible form and (xii) the Company Disclosure Letter word “day” means calendar day unless Business Day is expressly specified and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the all references herein to any period of time within which, or following which, days shall mean the relevant number of calendar days unless otherwise specified. If any act action under this Agreement is required 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 shall be validly required to be done or taken not on or by such day but on the next day that is a first succeeding Business Day. References to a number of days shall refer to calendar days unless Business Days are specifiedDay thereafter.
(fb) Except References to “Articles”, “Sections”, “Annexes” or “Exhibits” shall mean the Articles or Sections of, or the Annexes or Exhibits to, this Agreement, as the case may be, except as may be otherwise expressly provided herein, all references specified. When a reference is made in this Agreement to any statute include the rules and regulations promulgated thereundera “Schedule”, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amendedthe Schedules to the Seller Disclosure Schedules delivered by Seller to Buyer on the date 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 shall have their defined meanings when used in any Annex, re-enacted, consolidated Exhibit 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 Schedule to an express disclosure requirement contained in a provision of this Agreement or as an exception to one any certificate or more representations other document made or delivered pursuant hereto, unless otherwise defined therein. Each of the Parties acknowledges and agrees that the specification of any dollar amount in the representations, warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items Agreement is not intended to imply that such amounts or information in the Company Disclosure Letter higher or Parent Disclosure Letter, as applicable, shall lower amounts are or are 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 Party shall arise favoring or disfavoring any Party by virtue use the fact of the authorship setting of such amounts in any provision of this Agreementdispute or controversy between the Parties as to whether any obligation, item or matter is or is not material.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Huntsman International LLC)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, and all Recital, Article, Section, Subsectionclause, schedule Exhibit, Annex and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, exhibits, annexes and schedules and exhibits to this Agreement unless otherwise specified herein.
and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (cii) Except if a term is defined as otherwise expressly provided hereinone part of speech (such as a noun), for purposes it shall have a corresponding meaning when used as another part of this Agreement: speech (isuch as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) the word “or” is not exclusive; (vvi) 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 (vivii) 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”.
; (dviii) Except as otherwise all accounting terms not expressly provided herein or defined in this Agreement shall have the Company Disclosure Letter or meanings given to them under GAAP; (ix) the Parent Disclosure Letterword “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, as 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; (xii) 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; (xiii) the term “dollars” and the symbol “$” mean United States 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 amounts referenced in this Agreementother 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 xxxxx; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company Disclosure Letter or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Parent Disclosure Letter are Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC at least one Business Day prior to the date of this Agreement and, in United States Dollars.
the case of clauses (eA) Except as otherwise expressly provided hereinand (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 act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References Day and references to a number of days shall refer to calendar days unless Business Days are specified.
; (fxvi) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5; and (xviii) (A) all references in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to the Original Signing Date, (B) the date on which the representations and warranties set forth in Article V and Article VI are made shall not change as a result of the execution of this Agreement and shall be made as of the dates that they were made in the case of any such amendment, re-enactment, consolidation or replacement, Original Merger Agreement and (C) each reference herein to a particular provision “this Agreement” in the representations and warranties set forth in Article V and Article VI shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless mean the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithOriginal Merger Agreement.
(gc) The Company Disclosure Letter Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained provisions set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter, as applicable, 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 have either result in a Company Material Adverse Effect or a Parent 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 applicable, or to affect the interpretation of such term for purposes of case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(hd) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cards Acquisition Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, and all Recital, Article, Section, Subsectionclause, schedule Exhibit, Annex and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, exhibits, annexes and schedules and exhibits to this Agreement unless otherwise specified herein.
and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (cii) Except if a term is defined as otherwise expressly provided hereinone part of speech (such as a noun), for purposes it shall have a corresponding meaning when used as another part of this Agreement: speech (isuch as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) the word “or” is not exclusive; (vvi) 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 (vivii) 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”.
; (dviii) Except as otherwise all accounting terms not expressly provided herein or defined in this Agreement shall have the Company Disclosure Letter or meanings given to them under GAAP; (ix) the Parent Disclosure Letterword “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, as 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; (xii) 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; (xiii) the term “dollars” and the symbol “$” mean United States 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 amounts referenced in this Agreementother 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 pxxxx; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company Disclosure Letter or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Parent Disclosure Letter are Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC at least one Business Day prior to the date of this Agreement and, in United States Dollars.
the case of clauses (eA) Except as otherwise expressly provided hereinand (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 act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References Day and references to a number of days shall refer to calendar days unless Business Days are specified.
; (fxvi) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; and (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time and in accordance with 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 includeterms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the context provisions of Section 10.11(a)) as amended or otherwise requires, all applicable guidelines, bulletins or policies made modified from time to time in connection therewithaccordance with Section 10.5.
(gc) The Company Disclosure Letter Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained provisions set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter, as applicable, 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 have either result in a Company Material Adverse Effect or a Parent 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 applicable, or to affect the interpretation of such term for purposes of case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(hd) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule Schedule, Annex and exhibit Exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules schedules, annexes and exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation”; (iv) 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; and (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”; and (vii) a reference to any Person includes such Person’s successors and permitted assigns.
(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.
(e) Except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicableherein, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a 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 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 items, are or are 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
Samples: Transition Services Agreement (Warner Bros. Discovery, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule Schedule and exhibit Exhibit references used in this Agreement are to the recitals, articles, sections, subsections, schedules and schedules, exhibits to this Agreement unless otherwise specified herein.
(c) Except as otherwise expressly provided herein, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation”; (iv) 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 (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”.
(d) Except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term All references to “dollars” and the symbol or “$” mean in this Agreement refer to United States Dollarsdollars, and which is the currency amounts referenced used for all purposes in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are Agreement except as expressly provided otherwise herein. All references to “NIS” in United States Dollarsthis Agreement refer to New Israeli Shekels.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days days, shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V Article IV or ARTICLE VIArticle 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 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 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 or as of any other date.
(j) Any statement in this Agreement to the effect that any information, document or other material has been “made available” or “provided” shall mean that such information, document or material was: (i) filed with the SEC and publicly available on XXXXX in unredacted form at least two (2) Business Days before the execution of this Agreement; or (ii) available for review by Parent by 11:59 p.m. (Eastern Standard Time) on the day before the date 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 herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) The Preamble, and all Recital, Article, Section, Subsection, schedule and exhibit references used Unless otherwise specified in this Agreement are to or if the recitals, articles, sections, subsections, schedules and exhibits to this Agreement unless context otherwise specified herein.
(c) Except as otherwise expressly provided hereinrequires, for purposes of this Agreement: (i) the terms defined in the singular have a comparable meaning when used in the plural words importing one gender shall include all other genders and vice versa; (ii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation”; (iv) the word “or” is not exclusive; (viii) 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 Agreementwhole; and (viiv) 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”; and (v) the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(dc) Except as Unless otherwise expressly provided herein or specified in the Company Disclosure Letter or the Parent Disclosure Letter, as applicablethis Agreement, the term “dollars” and the symbol “$” mean United States 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 amounts referenced other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest pxxxx.
(d) For purposes of the representations and warranties made by the Company in this Agreement, the Parties agree that disclosure of any item in any section of the Company Disclosure Letter 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 Letter are in United States DollarsSchedule 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) Except 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 expressly provided hereinspecified in this Agreement or the context otherwise requires, references to any information or document being “made available,” “furnished” or “provided” (and words of similar import) to the Parent, Merger Sub or any of their respective Representatives as of or prior to the date of this Agreement shall mean such information or document (i) having been posted to the data room hosted by Datasite and maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent or its outside legal counsel at the office of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, (iii) made physically available to the representatives of Parent’s outside legal counsel at the properties or offices of the Company or any of its Subsidiaries, in each case of clauses (i), (ii) or (iii), in connection with the Transactions and on or prior to the date of this Agreement, or (iv) filed with the SEC and publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System to the extent in unredacted form at least one Business Day prior to the date of this Agreement. For the avoidance of doubt, this clause shall not apply for purposes of Section 8.2.
(h) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(gi) The Company Disclosure Letter Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter, as applicable, Schedule shall not be deemed to be an acknowledgement acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) 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 have either result in a Company Material Adverse Effect or a Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, as applicable, or to affect the interpretation of such term other than for purposes of this Agreement.
(h) The Parties have participated jointly in negotiating 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 drafting this Agreement. In Section 8.3, the event that an ambiguity or a question term “Transactions” shall not be deemed to include the Airbus Term Sheet, any definitive agreements with respect to the transactions contemplated thereby entered into with the prior written consent of intent or interpretation arisesParent pursuant to Section 5.5(f)(ii), this Agreement shall be construed as if drafted jointly the transactions contemplated by the Parties, and no presumption Airbus Term Sheet or burden of proof shall arise favoring any divestitures contemplated by Sections 5.5(d) or disfavoring any Party by virtue of the authorship of any provision of this Agreement.Section 5.5(f). [Signature Page Follows]
Appears in 1 contract
Samples: Merger Agreement (Spirit AeroSystems Holdings, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) The Preamble, and all Recital, Where a reference in this Agreement is made to an Article, Section, Subsection, schedule and exhibit references used in this Agreement are Recital, Preamble or Exhibit, such reference shall be to the recitalsan Article, articlesSection, sectionsSubsection, subsectionsRecital, schedules and exhibits Preamble or Exhibit of or to this Agreement Agreement, unless otherwise specified hereinindicated.
(c) Except Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as otherwise expressly provided herein, for purposes a whole and not to any particular provision of this Agreement: ; (iiii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iiiv) words importing the masculine gender term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall include be paid in United States Dollars, unless specifically otherwise provided, and in the feminine event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and neutral genders expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in the Wall Street Journal and vice versain effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest xxxxx; (iiiv) whenever the words “include,” “includes” or “including” are usedused in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ivvi) the word “or” is not exclusive; (v) the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms references in this Agreement shall refer to any gender include the other gender; (vii) references in this Agreement as a whole to the “United States” mean the United States of America and not any particular provision of this Agreementits territories and possessions; and (viviii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if”.
; (dix) Except all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (x) except as otherwise expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththerewith and (xi) the term “or” is not exclusive.
(gd) 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 Whenever this Agreement or as an exception refers to one or more representations or warranties contained in ARTICLE V or ARTICLE VIa number of days, as applicablesuch number shall refer to calendar days, 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 a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreementunless Business Days are specified.
(he) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter 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 (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto, in each case as of the date hereof and only to the extent made available as of the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, and all Recital, Article, Section, Subsectionclause, schedule Exhibit and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsections, clauses exhibits and schedules and exhibits to this Agreement unless otherwise specified herein.Agreement;
(cii) Except if a term is defined as otherwise expressly provided hereinone part of speech (such as a noun), for purposes it shall have a corresponding meaning when used as another part of this Agreement: speech (isuch as a verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iiiv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; ;
(iiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; ;
(iv) the word “or” is not exclusive; (vvi) 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 ;
(vivii) 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”.;
(dviii) Except as otherwise all accounting terms not expressly provided herein defined in this Agreement shall have the meanings given to them under GAAP;
(ix) references to the “United States” or in abbreviations thereof mean the Company Disclosure Letter or the Parent Disclosure LetterUnited States of America and its states, as applicable, territories and possessions;
(x) the term “dollars” and the symbol “$” mean United States U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars, ;
(xi) references to information or documents having been “made available” (or words of similar import) by or on behalf of the Company to Parent shall be deemed satisfied if (A) the information or document is made available in a virtual data rooms established by or on behalf of the Company prior to the execution and currency amounts referenced in delivery of this Agreement, or (B) such information or document is publicly available in the Company Disclosure Letter Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the Parent Disclosure Letter are in United States Dollars.SEC and not subject to any redactions or omissions at least one Business Day prior to the date of this Agreement; and
(exii) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(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 V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a 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.
(hc) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
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Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) The Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, and all Recital, Article, Section, Subsectionclause, schedule Exhibit, Annex and exhibit Schedule references used in this Agreement are to the preamble, recitals, articles, sections, subsectionsclauses, exhibits, annexes and schedules and exhibits to this Agreement unless otherwise specified herein.
and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (cii) Except if a term is defined as otherwise expressly provided hereinone part of speech (such as a noun), for purposes it shall have a corresponding meaning when used as another part of this Agreement: speech (isuch as a verb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iiiv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iiiv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) the word “or” is not exclusive; (vvi) 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 (vivii) 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”.
; (dviii) Except as otherwise all accounting terms not expressly provided herein or defined in this Agreement shall have the Company Disclosure Letter or meanings given to them under GAAP; (ix) the Parent Disclosure Letterword “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, as 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; (xii) 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; (xiii) the term “dollars” and the symbol “$” mean United States 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 amounts referenced in this Agreementother 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 pxxxx; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company Disclosure Letter or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Parent Disclosure Letter are Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC at least one Business Day prior to the date of this Agreement and, in United States Dollars.
the case of clauses (eA) Except as otherwise expressly provided hereinand (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 act action is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References Day and references to a number of days shall refer to calendar days unless Business Days are specified.
; (fxvi) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5; and (xviii) (A) all references in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to the Original Signing Date, (B) the date on which the representations and warranties set forth in Article V and Article VI are made shall not change as a result of the execution of this Agreement and shall be made as of the dates that they were made in the case of any such amendment, re-enactment, consolidation or replacement, Original Merger Agreement and (C) each reference herein to a particular provision “this Agreement” in the representations and warranties set forth in Article V and Article VI shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless mean the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithOriginal Merger Agreement.
(gc) The Company Disclosure Letter Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained provisions set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter, as applicable, 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 have either result in a Company Material Adverse Effect or a Parent 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 applicable, or to affect the interpretation of such term for purposes of case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(hd) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
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Samples: Agreement and Plan of Merger (Collectors Universe Inc)
