Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated; (ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry; (iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors; (iv) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (vi) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (viii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws; (x) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, also to its successors and permitted assigns; and (xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 3 contracts
Samples: Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (It&e International Group)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section;
(f) all capitalized terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwiseexclusive; and
(j) all uses of currency or the symbol “$” in this Agreement refer to United States dollars.
Appears in 3 contracts
Samples: Merger Agreement (RMR Mortgage Trust), Merger Agreement (Tremont Mortgage Trust), Merger Agreement (Select Income Reit)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that unless the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit section or Schedule, such reference is to an Article or Section section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) references to this “Agreement” include the Schedules hereto, and all amendments hereto made in accordance with the provisions of Section 10.10.
Appears in 3 contracts
Samples: Advertising Inventory Sale Agency Agreement (E-House (China) Holdings LTD), Advertising Inventory Sale Agency Agreement (Leju Holdings LTD), Advertising Inventory Sale Agency Agreement (Leju Holdings LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
: (ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
; (iib) references to the “knowledge” of the Company unless otherwise specified herein, all accounting terms used herein shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP; (iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(iv) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
; (vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
; (viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
; (viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
; (ixg) the Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or 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 of the provisions of this Agreement; (h) any Law law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
laws; (xi) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and
(xij) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (k) the headings or captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement, nor affect its meaning, construction, or effect. The recitals and prefatory phrases and paragraphs set forth in this Agreement are hereby incorporated in full and made a part of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (ASI Aviation, Inc.), Asset Purchase Agreement (ASI Aviation, Inc.), Business and Asset Purchase Agreement (ASI Aviation, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that unless the context otherwise requires:
(i) : when a reference is made in this Agreement to an Article, Section, Exhibit section or Schedule, such reference is to an Article or Section section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) references to this “Agreement” include the Schedules hereto, and all amendments hereto made in accordance with the provisions of Section 10.10.
Appears in 3 contracts
Samples: Advertising Inventory Sale Agency Agreement (Sina Corp), Advertising Inventory Sale Agency Agreement (China Real Estate Information Corp), Advertising Inventory Sale Agency Agreement (China Real Estate Information Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto;
(b) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivc) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vd) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vie) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viif) the words “material” and “materially” and words of similar import, when used in this Agreement with respect to a representation or warranty pertaining to the condition of a Company, are to be understood by reference to the businesses, assets and properties of the Companies taken as a whole;
(g) the words “Company” and “Companies,” when used in Article III, are to be understood as encompassing all of the Companies taken as a whole;
(h) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;; and
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xj) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors (by merger or otherwise) and permitted assigns; and
(xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emdeon Corp), Agreement and Plan of Merger (Emdeon Inc.), Merger Agreement (Emdeon Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;
(h) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws, and any rules and regulations promulgated under such Laws;
(xi) any reference in this Agreement to a “day” or a number of “days” (without the explicit qualification of “Business”) shall be interpreted as a reference to a calendar day or number of calendar days;
(j) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and
(xik) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 2 contracts
Samples: Shareholder Agreement (Advanced Micro Devices Inc), Shareholders Agreement (Advanced Micro Devices Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” ”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) all references to currency, monetary values and dollars shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.
Appears in 2 contracts
Samples: Investment Agreement (Corautus Genetics Inc), Investment Agreement (Corautus Genetics Inc)
Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” table of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management contents and any professional advisors;
(iv) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(viii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(viiv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; the term “as of the date hereof”, when used in this Agreement, means as of the date of this Agreement;
(viiv) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiivi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xvii) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xiviii) references to sums of money are expressed in lawful currency of the use United States of America (or equivalent amount of lawful currency of the PRC converted at the official exchange rate on the date of payment as quoted by the People’s Bank of China, as applicable), and “or$” is not intended refers to be exclusive unless expressly indicated otherwise.U.S. dollars and “RMB” refers to Renminbi, lawful currency of the PRC;
Appears in 2 contracts
Samples: Share Purchase Agreement (Ma Kevin Xiaofeng), Share Purchase Agreement (ATA Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, person are also to its successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) all uses of currency or the symbol “$” in this Agreement refer to U.S. dollars unless otherwise indicated.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Archstone Smith Trust)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Exhibit, Annex or Schedule, such reference is to an Article or Section of, or a an Exhibit, Annex or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” ”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xg) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xih) the use of references to any statute shall be deemed to refer to such statute as amended from time to time (including any successor statute) and to any rules or regulations promulgated thereunder;
(i) references to “orUSD” is not intended and “$” and unqualified references to be exclusive unless expressly indicated otherwise.“dollars” refer to United States dollars;
Appears in 2 contracts
Samples: Limited Liability Company Agreement (TELUS International (Cda) Inc.), Stock Purchase Agreement (TELUS International (Cda) Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of a statute, include any rules and regulations promulgated under the statute) and references to any section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, person are also to its successors and permitted assigns; and
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 2 contracts
Samples: Merger Agreement (GMH Communities Trust), Merger Agreement (GMH Communities Trust)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement, they are deemed to be followed by the words “"without limitation”";
(vid) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein (and, in the case of statutes, include any rules and regulations promulgated under the statute);
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns;
(i) except when used together with the word "either" or otherwise for the purpose of identifying mutually exclusive alternatives, the term "or" has the inclusive meaning represented by the phrase "and/or";
(j) all uses of currency or the symbol "$" in this Agreement refer to U.S. dollars; and
(xik) where this Agreement states that a Party "shall," "will" or "must" perform in some manner, it means that the use of “or” Party is not intended legally obligated to be exclusive unless expressly indicated otherwisedo so under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Prologis, L.P.), Merger Agreement (Industrial Property Trust Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement, they are deemed to be followed by the words “"without limitation”";
(vid) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any Section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, person are also to its successors and permitted assigns; and
(xii) the use of “"or” " is not intended to be exclusive unless expressly indicated otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Pomeroy It Solutions Inc), Merger Agreement (Pomeroy It Solutions Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement, they are deemed to be followed by the words “"without limitation”";
(vid) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein (and, in the case of statutes, include any rules and regulations promulgated under the statute);
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns;
(i) except when used together with the word "either" or otherwise for the purpose of identifying mutually exclusive alternatives, the term "or" has the inclusive meaning represented by the phrase "and/or";
(j) all uses of currency or the symbol "$" in this Agreement refer to U.S. dollars; and
(xik) where this Agreement states that a Party "shall," "will" or "must" perform in some manner, it means that the use of “or” Party is not intended legally obligated to be exclusive unless expressly indicated otherwise.do so under this Agreement. ARTICLE 2
Appears in 2 contracts
Samples: Merger Agreement (Industrial Property Trust Inc.), Merger Agreement (Prologis, L.P.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise expressly indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” , “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) all references to currency, monetary values and dollars shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.
Appears in 2 contracts
Samples: Investor Rights Agreement (Osiris Therapeutics, Inc.), Investor Rights Agreement (Osiris Therapeutics, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made or delivered available pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) when a reference is made to a Law, such reference means any Law defined such Law, as amended, modified, codified or referred to herein reenacted, in whole or in any agreement or instrument that is referred to herein means such Law or statute as part, and in effect from time to time amended, modified or supplementedtime, including by succession of comparable successor Lawsthe rules and regulations promulgated thereunder;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xii) references to sums of money are expressed in lawful currency of the use United States of America, and “or$” is not intended refers to be exclusive unless expressly indicated otherwise.U.S. dollars;
Appears in 2 contracts
Samples: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a any Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(iib) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(iv) the The headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed follow by the words “without limitation”” unless the context expressly provides otherwise;
(vid) the The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, except to the extent otherwise specified;
(viie) all References to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section;
(f) All terms defined in this Agreement have the defined meanings when used in any certificate or of other document made or delivered pursuant hereto, unless otherwise defined therein;; and
(viiig) the The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(x) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, also to its successors and permitted assigns; and
(xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Resource Real Estate Opportunity REIT, Inc.), Merger Agreement (Paladin Realty Income Properties Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section;
(f) all capitalized terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwiseexclusive;
(j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and
(k) all uses of currency or the symbol “$” in this Agreement refer to United States dollars.
Appears in 2 contracts
Samples: Merger Agreement (Diversified Healthcare Trust), Merger Agreement (Office Properties Income Trust)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of a statute, include any rules and regulations promulgated under the statute) and references to any section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;; and
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and
(xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (GMH Communities Trust)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Sectiona Clause, Exhibit or Schedule, such reference is to an Article or Section a Clause of, or a an Exhibit or Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “"include,” “" "includes” ," or “"including” " are used in this Agreement, they are deemed to be followed by the words “"without limitation”";
(vid) a reference to "US Dollar" or "US $" means the lawful currency of the United States of America;
(e) the words “"hereof,” “" "herein” ," and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viif) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained references in this Agreement are applicable to the singular as well as shall include references in the plural forms of such termsand vice versa, words denoting any gender shall include any other gender and words denoting natural persons shall include any other Persons;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns;
(i) references to this Agreement and/or any other agreement are deemed to be references to such agreement, as amended, modified or supplemented from time to time; and
(xij) the use of “"or” " is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Assignment Agreement (Central European Media Enterprises LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” , “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) all references to currency, monetary values and dollars shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation; ”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, except to the extent otherwise specified;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any Section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, person are also to its successors and permitted assigns; and
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Merger Agreement (Crescent Real Estate Equities Co)
Interpretation and Rules of Construction. (a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” table of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management contents and any professional advisors;
(iv) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(viii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(viiv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viiv) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiivi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixvii) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xviii) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xiix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(x) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference and convenience purposes only only, and not deemed to be a part of this Agreement and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred reference to herein or in any agreement (including this Agreement), document, schedule, exhibit or instrument that is referred to herein means such Law agreement, document, schedule, exhibit or statute instrument as amended or modified and in effect from time to time amendedin accordance with the terms thereof, modified or supplementedand, including by succession of comparable successor Lawsif applicable, the terms hereof;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its permitted successors and permitted assigns;
(i) reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(j) unless otherwise expressly stated herein, all currency references in this Agreement are to United States dollars (USD); and
(xik) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Purchase Agreement (Actuant Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit a Section or ScheduleExhibit, such reference is to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicatedAgreement;
(ii) references to the “knowledge” table of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management contents and any professional advisors;
(iv) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(viii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(viiv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viiv) all terms defined references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in this Agreement have the defined meanings when used in case of statutes, include any certificate rules and regulations promulgated under the statute) and to any section of any statute, rule or other document made or delivered pursuant hereto, unless otherwise defined thereinregulation include any successor to the section;
(viiivi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixvii) no rule of construction to the effect that any Law defined or referred ambiguities are to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(x) references to a Person are, be resolved against the drafting party shall be employed in the case interpretation of individuals, also to his the Agreement (including all of the Exhibits) or her personal representatives, heirs and permitted assigns and, in the case of entities, also to its successors and permitted assignsany amendments hereto or thereto; and
(xiviii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Preamble, Recital, Section, Exhibit or Schedule, such reference is to an Article Article, Preamble, Recital or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(vii) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiie) the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixf) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xg) any contract or agreement defined or referred to herein or in any agreement or instrument that is referred to herein means such contract or agreement as from time to time amended, modified or supplemented, including any novation thereof;
(h) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Entrusted Management Agreement (Chindex International Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit a Clause or Schedule, such reference is to an Article or Section a Clause of, or a Schedule or Exhibit to, this Agreement Agreement, unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “"include,” “" "includes” ," or “"including” " are used in this Agreement, they are deemed to be followed by the words “"without limitation”";
(vid) a reference to "United States Dollars", or "US$" means the lawful currency of the United States of America;
(e) the words “"hereof,” “" "herein” ," and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viif) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained references in this Agreement are applicable to the singular as well as shall include references in the plural forms of such termsand vice versa, words denoting any gender shall include any other gender and words denoting natural persons shall include any other Persons;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns;
(i) references to this Agreement and/or any other agreement are deemed to be references to such agreement, as amended, modified or supplemented from time to time; and
(xij) the use of “"or” " is not intended to be exclusive unless expressly indicated otherwise.
Appears in 1 contract
Samples: Subscription Agreement (Central European Media Enterprises LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiig) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ix) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a any Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns; and;
(xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.;
Appears in 1 contract
Samples: Merger Agreement (PBSJ Corp /Fl/)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) all references to a Person are“dollars,” “$” or “US$” set forth herein shall mean United States (U.S.) dollars, and all payments hereunder shall be made in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, also to its successors and permitted assigns; and
(xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.United States dollars;
Appears in 1 contract
Samples: Purchase Agreement (Legg Mason Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(ia) when a reference is made in this Agreement herein to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement Agreement, unless otherwise indicated;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or members of its Board or the knowledge that any such person would reasonably be expected to have assuming reasonable inquiry;
(iii) references to “due inquiry” shall mean that the Company shall have inquired of each of the members of the Board of Directors, members of executive management and any professional advisors;
(ivb) the headings for this Agreement herein are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(vc) whenever the words “include,” “includes” or “including” are used in this Agreementherein, they are deemed to be followed by the words “without limitation”;
(vid) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreementherein, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viie) all terms defined in this Agreement herein have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(viiif) the definitions contained in this Agreement herein are applicable to the singular as well as the plural forms of such terms;
(ixg) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;
(xh) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, are also to its successors and permitted assigns;
(i) it is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to any other party; and
(xij) in the use event of “or” is not intended to be exclusive unless expressly indicated otherwisea conflict between the terms and conditions of this Agreement and the terms of the BTA Agreement the terms of this Agreement will prevail and control the interpretation of the subject matter hereof.
Appears in 1 contract
