Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. (b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP. (c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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. (e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative. (f) 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 either Party by virtue of the authorship of any provision of this Agreement. (g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Science Applications International Corp), Asset Purchase Agreement (Unisys Corp)
Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Schedules and Exhibits to this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless the context otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesrequires.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms is used in the inclusive sense of “and/or”; (ix) reference to any schedule agreement, document or Exhibit but not otherwise defined therein instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to time in accordance with its terms; (x) “Transferred”, “Transferring” and “Transferee” shall each have a correlative meaning to the meaning given to them as set forth in this Agreement. All accounting terms used herein term “Transfer”; and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(cxi) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 2 contracts
Samples: Framework Agreement (Latam Airlines Group S.A.), Framework Agreement (Delta Air Lines, Inc.)
Interpretation; Construction. (a) The table headings and captions of contents and headings herein the various Sections of this Agreement have been inserted solely for purposes of convenience, are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall not be deemed in any manner to limit modify, explain, expand or otherwise affect restrict any of the provisions of this Agreement. Unless stated to the contrary, all references to Sections, paragraphs or clauses herein shall be to the specified Section, paragraph or clause of this Agreement, and all references to Exhibits and Schedules shall be to the specified Exhibits and Schedules attached hereto. All Exhibits and Schedules attached hereto are made a part hereof. Where a reference All terms defined herein shall have the same meaning in the Exhibits and Schedules, except as otherwise provided therein. All references in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they ” shall be deemed to include the Exhibits and Schedules attached hereto. Words used herein, regardless of the number and gender used, shall be followed by deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires and, as used herein, unless the context otherwise requires, the words “without limitation.hereby,” The words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreementhereof. The word term “including” shall be deemed to mean “including, without limitation.” The word, “or,” shall not be construed to be exclusive. Currency amounts referenced herein are in U.S. DollarsProvisions shall apply, when appropriate, to successive events and transactions. Any capitalized Accounting terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement GAAP applied on a consistent basis. References to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 a reference to the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of same as in effect on the authorship of any provision date of this Agreement. Unless otherwise expressly stated, all dollar amounts stated herein are in United States currency.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 2 contracts
Samples: Stalking Horse Asset Purchase Agreement (BioRestorative Therapies, Inc.), Asset Purchase Agreement (BioRestorative Therapies, Inc.)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall will not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall will be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” All pronouns and “hereunder” and words of similar import, when used in this Agreement, shall all variations thereof will be deemed to refer to this Agreement the masculine, feminine or neuter, singular or plural, as a whole and not to any particular provision the identity of this Agreementthe Person may require. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized defined terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references contained in this Agreement are applicable to the singular, as well as to the plural, forms of such terms. Where a reference in this Agreement is made to any Law include Contract (including this Agreement), statute or regulation, such references are to, except as context may otherwise require, the rules and regulations promulgated thereunder, in each case statute or regulation as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time (in the case of a Contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any such amendmentstatute, re-enactment, consolidation any rules or replacement, reference herein regulations promulgated thereunder. All references to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated “dollars” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty “$” in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreementare to United States dollars. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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, Each party to this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in its respective disclosure letter in a section of such disclosure letter that corresponds to the Seller Disclosure Letter and Buyer Disclosure Letter, as applicablesection of this Agreement to which it relates. The fact that any item of information is disclosed in a disclosure schedule to this Agreement will not be construed to mean that such information is required to be disclosed by this Agreement or to otherwise imply that any section such item has had or subsection is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purpose of this Agreement. Headings inserted in the sections or subsections of a disclosure letter are for convenience of reference only and will to no extent have the effect of amending or changing the express terms of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section sections or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosuresubsections set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cintas Corp), Merger Agreement (G&k Services Inc)
Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Schedules and Exhibits to this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless the context otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesrequires.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include,” ”. “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms is used in the inclusive sense of “and/or”; (ix) reference to any schedule agreement, document or Exhibit but not otherwise defined therein shall have the meaning given instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to them as set forth time in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any 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, (xi) a reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other section levels and their successor authority or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosuredepartment.
Appears in 2 contracts
Samples: Master Agreement (Adient PLC), Master Agreement (Adient PLC)
Interpretation; Construction. (a) The table Each of contents the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and headings herein are for convenience that it has executed this Agreement with the advice of reference onlysuch counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, do and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not constitute part be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement and shall not be deemed decided without regard to limit events of drafting or otherwise affect any of the provisions hereofpreparation. Where When a reference is made in this Agreement is made to an Annex, Exhibit, a Section or scheduleClause, such reference shall be to an Annex, Exhibit, a Section or schedule to Clause of this Agreement Agreement, unless otherwise indicated. Each Exhibit and schedule attached to The headings contained in this Agreement constitutes a part are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaAgreement. Whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orwill” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall construed to have the same meaning given as the word “shall.” The words “date hereof” will refer to them as set forth in the date of this Agreement. All accounting terms used herein and The word “or” is not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references exclusive. The definitions contained in this Agreement are applicable to any Law include the rules and regulations promulgated thereundersingular as well as the plural forms of such terms. Any agreement, in each case instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute 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, novated, re-enacted, consolidated modified or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithsupplemented.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 2 contracts
Samples: Cooperation Agreement (Norfolk Southern Corp), Cooperation Agreement (Elanco Animal Health Inc)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail. A reference to any Person includes such Person’s successors and permitted assigns.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or guidance and policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision.
(f) 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, drafted this Agreement shall be construed as if drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Interpretation; 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. Where When a reference is made in this Agreement is made to an Annex, ExhibitArticle, Section or scheduleExhibit, such reference shall be to an AnnexArticle or Section of, Exhibitor an Exhibit to, Section or schedule to this Agreement Agreement, unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “or” is not exclusive. 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 be exclusive. Currency amounts referenced herein are mean simply “if.” All terms defined in U.S. Dollars. Any capitalized terms this Agreement shall have the defined meanings when used in any schedule certificate or Exhibit but not other document made or delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principlesdefined, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except except as otherwise specifically provided hereinprovided, all references therein. Words in this Agreement describing the singular number shall be deemed to any Law include the rules plural and regulations promulgated thereundervice versa, and words in each case this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendmentamended, re-enactmentmodified or supplemented, consolidation or replacement, reference herein unless otherwise specifically indicated. References to a particular provision person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. When used in Sections 4.1, 5.1, 6.2 and 7.4, the term “material” shall be read construed as referring to such amended, novated, re-enacted, consolidated or replaced provision being material to the Company and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithits Subsidiaries taken as a whole.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each of Seller and Buyer party to this Agreement has or may have set forth information in the Seller its respective Disclosure Letter and Buyer in a section of such Disclosure Letter, as applicableLetter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurebe disclosed by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision shall be read as referring to such amended, novated, re“wholly-enacted, consolidated owned Subsidiary” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability “wholly-owned Subsidiaries” of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter Person shall be deemed disclosure to include any Subsidiary of such Person where all of the equity interests of such Subsidiary is directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to any other section documents required to be provided by the Company to Parent or subsection to which Merger Sub, include documents filed or furnished by the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureCompany with the SEC.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Monsanto Co /New/)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation.” "
(b) The words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references The word "extent" and the phrase "to the extent" used in this Agreement shall mean the degree to any Law include the rules which a subject or other thing extends, and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated such word 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 phrase shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithnot mean simply "if".
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either any Party by virtue of the authorship of any provision of this Agreement.
(ge) 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.
(f) Each of Seller and Buyer Party has or may have set forth information in the Seller its respective Disclosure Letter and Buyer Disclosure Letter, as applicablein a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which be disclosed by this Agreement.
(g) The definitions contained in this Agreement are applicable to the relevance singular as well as the plural form of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading terms and to the masculine as well as to the feminine and neuter genders of such disclosureterms.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail.
(c) All capitalized terms in this Agreement (including the Exhibits and Schedules hereto) shall have the meanings set forth in Exhibit A hereto, except as otherwise specifically provided herein. Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first defined or, if no meaning is set forth, the meaning required by the context in which such term is used.
(d) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, 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; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.
(de) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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, drafted this Agreement shall be construed as if drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may The Sellers have set forth information in the Seller Sellers Disclosure Letter and Buyer Schedule in a Section of such Sellers Disclosure Letter, as applicableSchedule that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller Sellers Disclosure Letter Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.. The headings contained in the Sellers Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Sellers Disclosure Schedule or this Agreement. The Sellers Disclosure Schedule is not intended to constitute, and shall not be construed as, an admission or indication that any such fact or item is required to be disclosed. The Sellers Disclosure Schedule shall not be deemed to expand in any way the scope or effect of any representations, warranties or covenants described in this Agreement. Any fact or item, including the specification of any dollar amount, disclosed in the Sellers Disclosure Schedule shall not by reason only of such inclusion be deemed to be material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement and matters reflected in the Sellers Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected herein and may be included solely for informational purposes; and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Sellers Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in the Sellers Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business. No disclosure in the Sellers Disclosure Schedule relating to any possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. [Signature Page Follows]
Appears in 1 contract
Samples: Interest and Asset Purchase Agreement (SVB Financial Group)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever The words "includes" or "including" shall mean "including without limitation," the words “include"hereof,” “includes” or “including” are used " "hereby," "herein," "hereunder" and similar terms in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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," any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a "wholly-owned Subsidiary" or "wholly-owned Subsidiaries" of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used in any schedule "provided to" or Exhibit but not otherwise defined therein shall have the meaning given "made available to," with respect to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given documents required to them under the Accounting Principles, or if not ascribed meaning be provided by the Accounting PrinciplesCompany to Parent or Merger Sub, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated documents filed 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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 furnished by the next day that is a Business Day.
(e) No specific provisionCompany with the SEC as an exhibit after September 26, representation or warranty in this Agreement shall limit 2016 and prior to the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision date of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; Construction. (a) The table of contents and headings herein In this Agreement, except as context may otherwise require, references: (i) to the Recitals, Sections, or Exhibits are for convenience of reference onlyto a Recital to or Section of, do not constitute part of or Exhibit to, this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule Agreement; to this Agreement unless otherwise indicated. Each Exhibit and schedule attached are to this Agreement constitutes a part of this Agreement Agreement, and is incorporated herein for all purposes.
(b) If a term is defined as one part of speech (such the Exhibit to it, taken as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in whole; to the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall transactions contemplated hereby include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used transactions provided for in this Agreement, they shall be deemed including the Exchange; to be followed any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); to any section of any statute or regulation include any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder; and to “dollars” or “$” are to United States dollars; (ii) to the words “without limitation.” The words hereby”, “herein”, “hereof,” “herein” and ”, “hereunder” and words of similar import, when used in this Agreement, shall terms are to be deemed to refer to this Agreement as a whole and not to any particular provision specific Section; (iii) to the words “include”, “includes” or “including” are to be deemed followed by the words “without limitation”; (iv) to the article and section headings are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement. The word ; and (v) to the words “orto the extent” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms when used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit mean “the applicability of a more general provision, representation or warranty in this Agreement. It degree by which” and not merely “if.”
(b) This Agreement is the intent product of an arm’s-length negotiation by sophisticated parties, each having the Parties that each representation, warranty, covenant assistance of counsel and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) The Parties have participated jointly in negotiating and drafting this Agreementother advisers. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate applicable Law.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular 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 plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesterms defined.
(bii) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include,” “"including", "includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed. SAMPLE AGREEMENT
(iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both.
(iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion.
(v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.”
(vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPprovisions hereof.
(cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made transfer in connection therewith.
, but shall survive same for a period of ten (d10) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.years; and
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.”
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each of Seller and Buyer party hereto has or may have set forth information in the Seller its respective Disclosure Letter and Buyer Disclosure Letter, as applicablein a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.
(d) 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.
(e) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.
(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
(g) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.
(h) “Reasonable best efforts” or similar terms shall not require the waiver of any rights under this Agreement.
(i) The term “ordinary course of business” (or similar terms) shall be deemed disclosure to be followed by the words “consistent with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurepast practice.”
Appears in 1 contract
Interpretation; Construction. (a1) 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. Where When a reference is made in this Agreement is made to an Annex, ExhibitArticle, Section or scheduleExhibit, such reference shall be to an AnnexArticle or Section of, Exhibitor an Exhibit to, Section or schedule to this Agreement Agreement, unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “or” is not exclusive. 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 be exclusive. Currency amounts referenced herein are mean simply “if.” All terms defined in U.S. Dollars. Any capitalized terms this Agreement shall have the defined meanings when used in any schedule certificate or Exhibit but not other document made or delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principlesdefined, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except except as otherwise specifically provided hereinprovided, all references therein. Words in this Agreement describing the singular number shall be deemed to any Law include the rules plural and regulations promulgated thereundervice versa, and words in each case this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendmentamended, re-enactmentmodified or supplemented, consolidation or replacement, reference herein unless otherwise specifically indicated. References to a particular provision shall be read as referring person are also to such amended, novated, re-enacted, consolidated or replaced provision its permitted successors and shall also include, unless the context assigns. Unless otherwise requiresspecifically indicated, all applicable guidelines, bulletins or policies made in connection therewithreferences to “dollars” and “$” will be deemed references to the lawful money of the United States of America.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f2) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(g3) Each of Seller and Buyer party to this Agreement has or may have set forth information in the Seller its respective Disclosure Letter and Buyer in a section of such Disclosure Letter, as applicableLetter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurebe disclosed by this Agreement.
Appears in 1 contract
Interpretation; 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 the meaning or interpretation of this Agreement.
(b) No summary of this Agreement prepared by a party hereto shall affect the provisions hereof. meaning or interpretation of this Agreement.
(c) Where a reference in this Agreement is made to an Annex, ExhibitArticle, Section or scheduleExhibit, such reference shall be to an AnnexArticle or Section of or Exhibit to this Agreement, Exhibitunless otherwise indicated.
(d) Where a reference in a Section of this Agreement is made to a clause, Section or schedule such reference shall be to a clause of such Section, unless otherwise indicated.
(e) The words “hereto,” “hereof,” “herein,” “hereunder” and “hereby” and words of similar import when used in this Agreement shall, unless otherwise indicated, refer to this Agreement unless otherwise indicated. Each Exhibit as a whole and schedule attached not to this Agreement constitutes a part any particular provision of this Agreement and is incorporated herein for all purposesAgreement.
(bf) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “unless otherwise indicated.
(g) All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require.
(h) Where a word or phrase is defined herein” and “hereunder” and words , each of similar import, when used in this Agreement, its other grammatical forms shall refer have a corresponding meaning.
(i) A reference to any party to this Agreement as a whole or any other agreement or document shall include such party’s predecessors, successors and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPpermitted assigns.
(cj) Except as otherwise specifically provided herein, all references A reference to any Law in this Agreement to any means such Law include the as amended, modified, codified, replaced or re-enacted, and all 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fk) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Samples: Business Combination Agreement (TPCO Holding Corp.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; 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;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) Business Day prior to the date hereof or (ii) in any schedule virtual data rooms established by or Exhibit but not on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access). When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced 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, novated, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidelinesschedules, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of daysannexes, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Dayaddendums, then such action may be validly taken on or by the next day that is a Business Day.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant exhibits and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section documents attached thereto or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureincorporated therein by reference.
Appears in 1 contract
Samples: Merger Agreement (Sharecare, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” ”, “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “orextent” 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”. The word “will” shall be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall construed to have the same meaning given to them and effect as set forth in this Agreementthe word “shall”. All accounting terms used herein pronouns and not expressly defined herein all variations thereof shall have be deemed to refer to the meanings given to them under masculine, feminine or neuter, singular or plural, as the Accounting Principles, or if not ascribed meaning by identity of the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references Person may require. Where a reference in this Agreement is made to any Law include agreement (including this Agreement), contract, statute or regulation, such references are to, except as context may otherwise require, the rules and regulations promulgated thereunderagreement, in each case contract, statute or regulation as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation including any successor to the section and, in the case of any such amendmentstatute, re-enactment, consolidation any rules or replacement, reference herein regulations promulgated thereunder. All references to a particular provision “dollars” or “$” in this Agreement are to United States dollars. All references to “days” shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise indicated as a “Business Day”. All references to “made available” shall include all documentation that was located and provided in that certain online data room entitled “Project Sky” hosted by Intralinks as of the close of business on the date that is two (2) Business Days are specified. Whenever 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 prior to the next day that is a Business Daydate hereof.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) 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 either any Party by virtue of the authorship of any provision of this Agreement.
(gc) Each of Seller and Buyer Party has or may have set forth information in its respective disclosure letter (each, a “Disclosure Letter”) in a section thereof that corresponds to the Seller section of this Agreement to which it relates, it being agreed that any information so disclosed in any section of a Disclosure Letter shall be deemed to be disclosed with respect to any representation or warranty corresponding to any other section of this Agreement and Buyer such Disclosure LetterLetter to the extent its relevance to such section, representation or warranty is reasonably apparent on the face of such disclosure. The mere inclusion of any item in any section or subsection of any Party’s Disclosure Letter as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by the applicable Party, or to otherwise imply, that any such item has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicablethe case may be, or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. The fact that any item of information is Matters disclosed in any section or subsection of the Seller a Party’s Disclosure Letter shall are not necessarily limited to matters that are required by this Agreement to be deemed disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. Headings inserted in the sections or subsections of any document referenced therein) based on a plain reading Party’s Disclosure Letter are for convenience of such disclosurereference only and shall not have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Textron Inc)
Interpretation; Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any provision of the provisions hereof. this Agreement.
(b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(bc) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms when used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithis not exclusive.
(d) Whenever The definitions contained in this Agreement refers are applicable to a number the singular as well as the plural forms of days, such number shall refer terms and to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then the masculine as well as to the feminine and neuter genders of such action may be validly taken on or by the next day that is a Business Dayterm.
(e) No specific provisionAny Contract, representation instrument, or warranty statute defined or referred to herein or in this Agreement shall limit any Contract or instrument that is referred to herein means such Contract, instrument, or statute as from time to time amended, modified, or supplemented, including, in the applicability case of a more general provisionContracts or instruments, representation by waiver or warranty consent and, in this Agreement. It is the intent case of the Parties that each representationstatutes, warranty, covenant by succession of comparable successor statutes and condition contained herein shall be given full, separate references to all attachments thereto and independent effect and that such provisions are cumulativeinstruments incorporated therein.
(f) References to a Person are also to its permitted successors and permitted assigns.
(g) Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner it means that the Party is legally obligated to do so under this Agreement.
(h) The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC and documents made available for review by Parent or its Representatives in the Project Domus electronic data room hosted on the Mxxxxxx DatasiteOne platform in connection with the transactions contemplated by this Agreement, in each case, at least three (3) Business Days prior to the date of this Agreement.
(i) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall will arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(gj) Each of Seller and Buyer has All references herein to “dollars” or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure“$” will mean U.S. dollars.
Appears in 1 contract
Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless the context otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesrequires.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms is used in the inclusive sense of “and/or”; (ix) reference to any schedule agreement, document or Exhibit but not otherwise defined therein shall have the meaning given instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to them as set forth time in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any 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, (xi) a reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other section levels and their successor authority or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosuredepartment.
Appears in 1 contract
Samples: Master Agreement (Adient PLC)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.” The ”; the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; 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;” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used “provided to” or “made available to,” with respect to documents to be provided by the Company to Parent or Merger Sub shall include all documents (i) filed or furnished with the SEC and that are publicly available at least three (3) Business Days prior to the date hereof (ii) published or made accessible by the Company or its Representative in the virtual data room established by or on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access); or (iii) provided by the Company or its Representatives by electronic mail or in person at least three (3) Business Days prior to the date hereof. When calculating the period of time before which, within which or following which any schedule act is to be done or Exhibit but not step taken pursuant to this Agreement, the date that is the reference date in calculating such period is to be excluded. Unless otherwise defined therein shall have the meaning given to them as set forth specified in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunderContract, in each case other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, re-enacted, consolidated supplemented or replaced 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, novated, re-enacted, consolidated or replaced provision and shall also includeterms thereof and, unless the context otherwise requiresspecified therein, include all applicable guidelinesschedules, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of daysannexes, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Dayaddendums, then such action may be validly taken on or by the next day that is a Business Day.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant exhibits and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section documents attached thereto or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureincorporated therein by reference.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section a section or scheduleexhibit, such reference shall be to an Annex, Exhibit, Section a section of or schedule exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a Such exhibits are an integral part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaif fully set forth herein. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “ormade available” and words of similar import means that the relevant documents, instruments or materials were either (i) posted and made available to the other party or its designated Representatives on the Intralinks due diligence data site maintained by the Company for purposes of the transaction(s) contemplated by this Agreement, (ii) sent to the other party or its representatives directly, or (iii) publicly available by virtue of the relevant party’s filing of a publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed with the SEC pursuant to the Securities Act or the Exchange Act, in each case, at least five (5) Business Days prior to the date hereof or such prior date with respect to which such documents, instruments or materials were represented by a party to have been made available to the other party. The words “shall” and “will” have the same meaning; provided, that this sentence shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or apply to the portions of Section 7.1(c), Section 7.2(e), Section 7.3(c) and Exhibit but not otherwise defined therein shall have H describing the meaning given levels of comfort required with respect to them as set forth in the various tax opinions contemplated by this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) The Parties parties hereto 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 Partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each Subject to the first paragraphs of Seller Sections 5.1 and Buyer has 5.2, respectively, each of the Company, EFIH, Parent and each of the Merger Subs has, or may have have, set forth information in the Seller its respective Disclosure Letter and Buyer Disclosure Letter, as applicablein a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurebe disclosed by this Agreement.
Appears in 1 contract
Interpretation; Construction. This “Agreement” means this agreement together with all schedules and exhibits hereto (a) The table of contents and headings which are incorporated herein are for convenience of reference onlyby reference), do not constitute part of this Agreement and shall not as the same may from time to time be deemed to limit amended, modified, supplemented or otherwise affect any of restated in accordance with the provisions terms hereof. Where a reference in this Agreement is made to an AnnexUnless the context otherwise requires, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in words importing the singular have a comparable meaning when used in shall include the plural plural, and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are As used in this Agreement, they the term “Knowledge of Sellers” when used to refer to the knowledge of Sellers shall be deemed mean and apply to be followed by the words actual knowledge of the representatives of Sellers set forth on Schedule 12.9. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein”, “hereof,” “herein” and ”, “hereunder” ”, “hereby”, “hereto”, “hereinafter”, and other words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole whole, including the schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular provision article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions of this Agreement and the schedules and exhibits to this Agreement, except where otherwise stated. Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be in writing and shall constitute a part of this Agreement. The word “or” title of and the article, section and paragraph headings in this Agreement are for convenience of reference only and shall not be exclusivegovern or affect the interpretation of any of the terms or provisions of this Agreement. Currency amounts referenced The use herein are of the masculine, feminine or neuter forms shall also denote the other forms, as in U.S. Dollarseach case the context may require. Any capitalized Accounting terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. Any instrument or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except Law defined or referred to herein means such instrument or Law as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time amended, modified or supplemented, including (in the case of instruments) by waiver or consent 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, novated, re-enacted, consolidated or replaced provision Law) by succession of comparable successor Laws and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
includes (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter case of instruments) references to all attachments thereto and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced instruments incorporated therein) based on a plain reading of such disclosure.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision shall be read as referring to such amended, novated, re“wholly-enacted, consolidated owned Subsidiary” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability “wholly-owned Subsidiaries” of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter Person shall be deemed disclosure to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to any other section documents required to be provided by the Company to Parent or subsection to which Merger Sub, include documents filed or furnished by the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureCompany with the SEC.
Appears in 1 contract
Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular 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 plural forms of the provisions hereofterms defined. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.SAMPLE
(bii) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include,” “"including", "includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed.
(iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both.
(iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion.
(v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.”
(vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPprovisions hereof.
(cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made transfer in connection therewith.
, but shall survive same for a period of ten (d10) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.years; and
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Interpretation; Construction. (a) The table of contents definitions in Sections 10.1 and headings herein are for convenience of reference only, do not constitute part of this Agreement 10.2 shall apply equally to both the singular and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereofterms defined. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless Whenever the context of this Agreement clearly requires otherwisemay require, words importing the masculine gender any pronoun shall include the corresponding masculine, feminine and neutral genders and vice versaneuter forms. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The All references herein to sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to this Agreement, unless the context requires otherwise. Unless otherwise expressly defined, terms defined in this Agreement have the same meanings when used in any Exhibit or Schedule hereto, including the Company Disclosure Letter and the Parent Disclosure Letter. Unless otherwise expressly specified, the words “this Agreement,” “herein,” “hereof,” “hereinhereto” and “hereunder” and other words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole (including the Schedules, Annexes, Exhibits, the Company Disclosure Letter and the Parent Disclosure Letter) and not to any particular provision of this Agreement. The word term “or” shall be inclusive and not be exclusive. Currency amounts referenced 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.” Any Contract, instrument or Law defined or referred to herein are in U.S. Dollars. Any capitalized terms used or in any schedule Contract or Exhibit but not otherwise defined therein shall have the meaning given instrument that is referred to them herein means such Contract, instrument or Law as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and amended, modified or supplemented, including (in the case of any such amendment, re-enactment, consolidation Contracts or replacement, reference herein instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a particular provision shall be read as referring Person are also to such amended, novated, re-enacted, consolidated or replaced provision its permitted successors and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies assigns. The phrase “made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty available” in this Agreement shall limit mean that the applicability of a more general provision, representation information referred to has been made available by the party to whom such information is to be made available. All references to dollars or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein “$” shall be given full, separate and independent effect and that such provisions are cumulativereferences to United States dollars.
(fb) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Company Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.
(d) Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed disclosure with respect to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any other section or subsection action, such requirement shall be deemed to which include an undertaking on the relevance part of the Company to cause such item is reasonably apparent Subsidiary to take such action and, after the Effective Time, on its face (without reading any document referenced therein) based on a plain reading the part of the Surviving Corporation to cause such disclosureSubsidiary to take such action.
Appears in 1 contract
Interpretation; 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. Where a reference All article, section, subsection, schedule, annex and exhibit references used in this Agreement is made are to an Annexarticles, Exhibitsections, Section or schedulesubsections, such reference shall be to an Annexschedules, Exhibit, Section or schedule annexes and exhibits to this Agreement unless otherwise indicatedspecified. Each Exhibit The exhibits, schedules and schedule annexes attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” section or article in which such words appear, any reference to a Law shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in include any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, and the words “or”, “any” and “either” are not exclusive. The term “reasonable best efforts” means reasonable best endeavors; provided, however, that such term, when referring to a party’s obligation to cause a Listed Subsidiary to take or refrain from an action, means using reasonable best endeavors to exercise such party’s rights as a shareholder of such Listed Subsidiary and excludes any obligation of such party to (i) cause the directors of such Listed Subsidiary to take or refrain from an action or (ii) take or refrain from an action that such party believes is not in the best interests of such Listed Subsidiary. The term “Knowledge”, when referring to Linde, means the actual knowledge of the individuals serving on the Linde Executive Board, Linde’s Chief Compliance Officer, or equivalent officer, and Linde’s general counsel, in each case as amendedof the date hereof. The term “Knowledge”, 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 when referring to such amendedPraxair, novated, re-enacted, consolidated or replaced provision and shall also include, unless means the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent actual knowledge of the Parties that each representationindividuals comprising Praxair’s named executive officers (as such term is defined in Item 402 of Regulation S-K of the Securities Act), warrantyPraxair’s Chief Compliance Officer, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 Partiesequivalent officer, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue Praxair’s general counsel, in each case as of the authorship of any provision of this Agreementdate hereof.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors’ qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given “provided to” and “made available to,” with respect to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given documents required to them under the Accounting Principles, or if not ascribed meaning be provided by the Accounting PrinciplesCompany to Parent or Merger Sub, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated without limitation documents filed 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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 furnished by the next day that is a Business Day.
(e) No specific provision, representation or warranty in this Agreement shall limit Company with the applicability of a more general provision, representation or warranty in this Agreement. It is SEC as an exhibit after the intent of Applicable Date and prior to the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision date of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Samples: Merger Agreement (Irobot Corp)
Interpretation; 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. Where When a reference is made in this Agreement is made to an a Section, clause, Annex, Exhibit, Exhibit or Section or scheduleof a disclosure letter, such reference shall be to an Annex, Exhibit, a Section or schedule clause of or Annex or Exhibit or Section of a disclosure letter to this Agreement unless otherwise indicated. Each Exhibit The table of contents and schedule attached to headings contained in this Agreement constitutes a part are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The phrase “the date of this Agreement” and terms of similar import, shall be deemed to refer to the date first written above. Whenever the content of this Agreement and is incorporated herein for all purposes.
(b) If a term is defined as one part of speech (such as a noun)permits, it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders neuter genders, and vice versaa reference to singular or plural shall be interchangeable with the other.
(b) References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any Law or statute are to that Law or statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to “$” and “dollars” are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any disclosure letters delivered herewith) and not merely to the specific Section, paragraph or clause in which such word appears. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPmean “if”.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gd) Each No summary of Seller this Agreement or any Exhibit attached hereto or Section of a disclosure letter delivered herewith prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement or any such Exhibit or Section of a disclosure letter.
(e) Subject to the introductory language to Article III and Buyer Article IV, each party to this Agreement has or may have set forth information in its respective disclosure letter in a Section of such disclosure letter that corresponds to the Seller Disclosure Letter and Buyer Disclosure Letter, as applicableSection of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter a disclosure letter to this Agreement shall be deemed disclosure with respect to any other section or subsection to which the relevance of not constitute an admission by such party that such item represents a material exception or material fact, event or circumstance or that such item would have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or that the disclosure thereof be construed to mean that such information is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurerequired to be disclosed by this Agreement.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Article, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Article, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, 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; provided, that for purposes of any representations and warranties set forth in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this This Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 has been drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either Party any party hereto by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated “wholly owned Subsidiary” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability “wholly owned Subsidiaries” of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter Person shall be deemed disclosure to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to any other section documents required to be provided by the Company to Parent or subsection to which Merger Sub, include documents filed or furnished by the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.Company with the SEC or in the online data room located at hxxxx://xxxxx.xxxxxxxx.xxx/.
Appears in 1 contract
Samples: Merger Agreement (Cornerstone Building Brands, Inc.)
Interpretation; Construction. (a) The table of contents contents, articles, titles and headings to sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless the context otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesrequires.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words Agreement: (i) “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words ”; (ii) “hereof,” ”, “herein”, “hereby”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) “U.S. Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms is used in the inclusive sense of “and/or”; (ix) reference to any schedule agreement, document or Exhibit but not otherwise defined therein shall have the meaning given instrument means such agreement, document or instrument as amended, supplemented and modified in effect from time to them as set forth time in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
accordance with its terms; (cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the means such Law as amended from time to time and includes any successor legislation thereto and any 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, (xi) a reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any P.R.C. governmental authority or department shall include such authority or department at central, provincial, municipal and other section levels and their successor authority or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosuredepartment.
Appears in 1 contract
Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular 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 plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesterms defined.
(bii) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include,” “"including", "includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed.
(iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both.
(iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion.
(v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.”
(vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPprovisions hereof.
(cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is coupled with an interest and shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (2) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (3) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made transfer in connection therewith, but shall survive same for a period of ten (10) years; and (4) such appointment and power of attorney is granted in accordance with the provisions of the Powers of Attorney Act (Ontario).
(dviii) Whenever this Agreement refers Any reference to a number of daysany law or regulation herein shall, such number shall unless otherwise specified, refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on such law or by a day that is not a Business Dayregulation as amended, then such action may be validly taken on modified or by the next day that is a Business Daysupplemented from time to time.
(eix) No specific provision, representation or warranty in this Agreement shall limit the applicability provision of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 against the Vendor by reason that the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer Vendor has or may is deemed to have set forth information in drafted the Seller Disclosure Letter and Buyer Disclosure Letter, as applicableprovision. The fact Purchaser acknowledges and agrees that any item of information is disclosed the Purchaser has been given the opportunity to seek independent legal advice in any section or subsection of connection with this Agreement and that the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurePurchaser has entered into this Agreement freely and voluntarily.
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Interpretation; 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. Where When a reference is made in this Agreement is made to an Annex, ExhibitArticle, Section or scheduleExhibit, such reference shall be to an AnnexArticle or Section of, Exhibitor an Exhibit to, Section or schedule to this Agreement Agreement, unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “or” is not exclusive. 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 be exclusive. Currency amounts referenced herein are mean simply “if.” All terms defined in U.S. Dollars. Any capitalized terms this Agreement shall have the defined meanings when used in any schedule certificate or Exhibit but not other document made or delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principlesdefined, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except except as otherwise specifically provided hereinprovided, all references therein. Words in this Agreement describing the singular number shall be deemed to any Law include the rules plural and regulations promulgated thereundervice versa, and words in each case this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendmentamended, re-enactmentmodified or supplemented, consolidation or replacement, reference herein unless otherwise specifically indicated. References to a particular provision shall be read as referring person are also to such amended, novated, re-enacted, consolidated or replaced provision its permitted successors and shall also include, unless the context assigns. Unless otherwise requiresspecifically indicated, all applicable guidelines, bulletins or policies made in connection therewithreferences to “dollars” and “$” will be deemed references to the lawful money of the United States of America.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each of Seller and Buyer party to this Agreement has or may have set forth information in the Seller its respective Disclosure Letter and Buyer in a section of such Disclosure Letter, as applicableLetter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurebe disclosed by this Agreement.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them it as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmitted by email. A reference to information “made available,” “provided” or “delivered” to Buyer shall mean that such information was (i) contained in the Accounting Principles, virtual data room administered by or if not ascribed meaning by on behalf of Seller at least one (1) day prior to the Accounting Principles, GAAPExecution Date or (ii) actually (including electronically) delivered or provided to Buyer or any of its Representatives at least one (1) day prior to the Execution Date.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time 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, novated, 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; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision.
(f) 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, drafted this Agreement jointly through the exchange of drafts hereof, so there shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each Neither the specification of any dollar amount in any representation or warranty contained 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 contained 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, is or is 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.
(h) Seller and Buyer has or may have set forth certain information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureface.
Appears in 1 contract
Samples: Equity Purchase Agreement (Baxter International Inc)
Interpretation; Construction. (a) The headings and captions used in this Agreement, in any Schedule or Exhibit hereto, in the table of contents and headings herein or in any index hereto are for convenience of reference only, only and do not constitute a part of this Agreement and shall not be deemed to limit limit, characterize or otherwise in any way affect any provision of the provisions hereof. Where a reference in this Agreement is made to an Annexor any Schedule or Exhibit hereto, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part all provisions of this Agreement and is incorporated the Schedules and Exhibits hereto shall be enforced and construed as if no caption or heading had been used herein for all purposes.
(b) If a term is or therein. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined as one part of speech (such as a noun), it therein shall have a corresponding meaning when the meanings set forth in this Agreement. Each defined term used as another part of speech (such as a verb). The terms defined in the singular this Agreement shall have a comparable meaning when used in the its plural and vice versaor singular form. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by use of the word “otherincluding” herein shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of actsmean “including without limitation” and, matters or things. Unless unless the context of this Agreement clearly requires otherwiseotherwise required, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “includeneither,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,nor” “hereinany” “either” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties The parties hereto intend that each representation, warranty, warranty and covenant and condition contained herein shall be given fullhave independent significance. If any Party has breached any representation, separate and independent effect and warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not breached shall not detract from or mitigate the fact that such provisions are cumulative.
(f) Party is in breach of the first representation, warranty or covenant. The Parties have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, Parties and no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of the provisions of this Agreement.
(g) Each of Seller and Buyer has . Any reference to any federal, state, local, or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section foreign statute or subsection of the Seller Disclosure Letter law shall be deemed disclosure with respect also to any other section or subsection refer to which all rules and regulations promulgated thereunder, unless the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurecontext requires otherwise.
Appears in 1 contract
Samples: Merger Agreement (San Holdings Inc)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. United States Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be read as referring deemed to include any Subsidiary of such amendedPerson where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, novated, re-enacted, consolidated nominee shares or replaced provision and shall also include, unless other equity interests that are required by law or regulation to be held by a director or nominee). To the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever extent this Agreement refers to a number of daysinformation or documents having been “provided to” or “made available to” Buyer by Seller, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter obligation shall be deemed disclosure satisfied if, as of the Execution Date, Seller or its Representatives (a) made such information or document available in any virtual data rooms established by or on behalf of Seller in connection with respect the Transactions (such data rooms or via other electronic transmission to legal counsel of Buyer, the “VDR”) and for which Seller or its Representatives has made any such virtual data room available to Buyer or otherwise made such information or document available (or delivered or provided such information or document) to Buyer or its Representatives in connection with the Transactions, or (b) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC and not subject to any other section redactions or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureomissions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Craft Brew Alliance, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail. A reference to any Person includes such Person’s successors and permitted assigns.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, 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; provided, that for purposes of any representations and warranties set forth in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein set forth in this Agreement shall be given full, separate and independent effect and that such effect. The provisions of this Agreement are cumulative. A more specific provision shall limit the applicability of any other, more general, provision.
(f) 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, drafted this Agreement shall be construed as if drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each Neither the specification of Seller and Buyer has any dollar amount in any representation or may have warranty set forth information 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 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 Seller Disclosure Letter Ordinary Course of Business, and Buyer Disclosure Letter, as applicable. The no Party shall use the fact that of the setting forth or the inclusion of any specific item of information is disclosed or matter in any section dispute or subsection 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 the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance Business for purposes of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurethis Agreement.
Appears in 1 contract
Interpretation; 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. For the convenience of the parties hereto, each of the terms set forth in the table following the table of contents is defined in the Section of this Agreement set forth opposite such term. Where a reference in this Agreement is made to an Annex, ExhibitArticle, Section or scheduleAnnex, such reference shall be to an Annexsuch Article or Section of, Exhibitor Annex to, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit The Company Disclosure Schedule, Parent Disclosure Schedule and schedule attached to the Annexes identified in this Agreement constitutes are incorporated into this Agreement by reference and made a part of this Agreement and is incorporated herein for all purposes.
(b) 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)hereof. The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they not intended to be limiting and shall be deemed to be followed by the words “without limitation.” or words of like import. The use of the masculine, feminine or neuter gender, or the singular or plural form of words used herein (including defined terms) shall not limit any provision of this Agreement. Reference herein to a particular Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contract. Reference to a particular Contract (including this Agreement), document or instrument means such Contract, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Any reference to a particular Law means such Law as amended, modified or supplemented (including all rules and regulations promulgated thereunder) and, unless otherwise provided, as in effect from time to time. The terms “cash”, “dollars” and “$” mean United States Dollars. The use of the terms “hereunder,” “hereof,” “herein” and “hereunderhereto” and words of similar import, when used in this Agreement, import shall refer to this Agreement as a whole and not to any particular provision Article, Section, paragraph or clause of, or Annex to, this Agreement. Except as provided in Section 4.1(p)(ix), the Company shall be deemed to have “made available” a document or item of information to Parent only if such document or item was actually delivered by the Company to Parent or its legal counsel or publicly filed in unredacted form with the SEC prior to the execution and delivery of this Agreement or was, prior to the execution and delivery of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are , posted in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning electronic data room organized by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made Company in connection therewithwith the due diligence investigation conducted by Parent.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where When a reference is made in this Agreement is made to an a Section, clause, Annex, Exhibit, Exhibit or Section or scheduleof a disclosure letter, such reference shall be to an Annex, Exhibit, a Section or schedule clause of or Annex or Exhibit or Section of a disclosure letter to this Agreement unless otherwise indicated. Each Exhibit The table of contents and schedule attached to headings contained in this Agreement constitutes a part are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The phrase “the date of this Agreement” and terms of similar import, shall be deemed to refer to the date first written above. Whenever the content of this Agreement and is incorporated herein for all purposes.
(b) If a term is defined as one part of speech (such as a noun)permits, it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders neuter genders, and vice versaa reference to singular or plural shall be interchangeable with the other.
(b) References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any Law or statute are to that Law or statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to “$” and “dollars” are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any disclosure letters delivered herewith) and not merely to the specific Section, paragraph or clause in which such word appears. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “orextent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPmean “if”.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) The Parties 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 Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gd) Each No summary of Seller this Agreement or any Exhibit attached hereto or Section of a disclosure letter delivered herewith prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement or any such Exhibit or Section of a disclosure letter.
(e) Subject to the introductory language to Article III and Buyer Article IV, each party to this Agreement has or may have set forth information in its respective disclosure letter in a Section of such disclosure letter that corresponds to the Seller Disclosure Letter and Buyer Disclosure Letter, as applicableSection of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter a disclosure letter to this Agreement shall be deemed disclosure with respect to any other section or subsection to which the relevance of not constitute an admission by such party that such item represents a material exception or material fact, event or circumstance or that such item would have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or that the disclosure thereof be construed to mean that such information is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurerequired to be disclosed by this Agreement.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or schedule-68- Exhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used in any schedule “provided to” or Exhibit but not otherwise defined therein shall have the meaning given “made available to,” with respect to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given documents required to them under the Accounting Principles, or if not ascribed meaning be provided by the Accounting PrinciplesCompany to Parent or Merger Sub, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated documents filed 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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 furnished by the next day that is a Business Day.
(e) No specific provisionCompany with the SEC as an exhibit after September 26, representation or warranty in this Agreement shall limit 2016 and prior to the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision date of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Samples: Merger Agreement
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated “wholly owned Subsidiary” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability “wholly owned Subsidiaries” of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter Person shall be deemed disclosure to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to any other section documents required to be provided by the Company to Parent or subsection to which Merger Sub, include documents filed or furnished by the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.Company with the SEC or in the online data room located at xxxxx://xxxxx.xxxxxxxx.xxx/.
Appears in 1 contract
Interpretation; Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any provision of the provisions hereof. this Agreement.
(b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(bc) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms when used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithis not exclusive.
(d) Whenever The definitions contained in this Agreement refers are applicable to a number the singular as well as the plural forms of days, such number shall refer terms and to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then the masculine as well as to the feminine and neuter genders of such action may be validly taken on or by the next day that is a Business Dayterm.
(e) No specific provisionAny Contract, representation instrument, or warranty statute defined or referred to herein or in this Agreement shall limit any Contract or instrument that is referred to herein means such Contract, instrument, or statute as from time to time amended, modified, or supplemented, including, in the applicability case of a more general provisionContracts or instruments, representation by waiver or warranty consent and, in this Agreement. It is the intent case of the Parties that each representationstatutes, warranty, covenant by succession of comparable successor statutes and condition contained herein shall be given full, separate references to all attachments thereto and independent effect and that such provisions are cumulativeinstruments incorporated therein.
(f) References to a Person are also to its permitted successors and permitted assigns.
(g) Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner it means that the Party is legally obligated to do so under this Agreement.
(h) The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC and documents made available for review by Parent or its Representatives in the Project Domus electronic data room hosted on the Xxxxxxx DatasiteOne platform in connection with the transactions contemplated by this Agreement, in each case, at least three (3) Business Days prior to the date of this Agreement.
(i) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall will arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(gj) Each of Seller and Buyer has All references herein to “dollars” or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure“$” will mean U.S. dollars.
Appears in 1 contract
Samples: Merger Agreement (KBS Strategic Opportunity REIT, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail.
(c) All capitalized terms in this Agreement (including the Exhibits and Schedules hereto) shall have the meanings set forth in Exhibit A hereto, except as otherwise specifically provided herein. Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first defined or, if no meaning is set forth, the meaning required by the context in which such term is used.
(d) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, 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; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.
(de) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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, drafted this Agreement jointly through the exchange of drafts hereof, so there shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section a section or scheduleexhibit, such reference shall be to an Annex, Exhibit, Section a section of or schedule exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a Such exhibits are an integral part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaif fully set forth herein. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word term “ormade available” and words of similar import means that the relevant documents, instruments or materials were either (i) posted and made available to the other party or its designated Representatives on the Intralinks due diligence data site maintained by the Company for purposes of the transaction(s) contemplated by this Agreement, (ii) sent to the other party or its representatives directly, or (iii) publicly available by virtue of the relevant party’s filing of a publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed with the SEC pursuant to the Securities Act or the Exchange Act, in each case, at least five (5) Business Days prior to the date hereof or such prior date with respect to which such documents, instruments or materials were represented by a party to have been made available to the other party. The words “shall” and “will” have the same meaning; provided, that this sentence shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or apply to the portions of Section 7.1(c), Section 7.2(e), Section 7.3(c) and Exhibit but not otherwise defined therein shall have E describing the meaning given levels of comfort required with respect to them as set forth in the various tax opinions contemplated by this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(fb) The Parties parties hereto 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 Partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gc) Each Subject to the first paragraphs of Seller Sections 5.1 and Buyer has 5.2, respectively, each of the Company, EFIH, Parent and Merger Sub has, or may have have, set forth information in the Seller its respective Disclosure Letter and Buyer Disclosure Letter, as applicablein a section thereof that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Seller a Disclosure Letter to this Agreement shall not be deemed disclosure with respect construed to any other section or subsection mean that such information is required to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurebe disclosed by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Sempra Energy)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them it as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmitted by email. A reference to information “made available,” “provided,” “delivered” or “disclosed” to Buyer shall mean that such information was, as of 11:59 a.m. on the Accounting Principlesday prior to the Execution Date, (i) contained in the “Project Coyote” virtual data room administered by or if not ascribed meaning on behalf of Seller and hosted by Datasite in connection with the Accounting Principles, GAAPtransactions contemplated by this Agreement (the “Data Room”) and actually viewable by Buyer or (ii) actually (including electronically) delivered or provided to Buyer or any of its Representatives.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time 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, novated, 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; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such effect. The provisions hereof are cumulative. A more specific provision shall not limit the applicability of any other, more general, provision unless otherwise expressly provided herein.
(f) 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, drafted this Agreement jointly through the exchange of drafts hereof, so there shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each Neither the specification of any dollar amount in any representation or warranty contained 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 contained 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, is or is 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.
(h) Seller and Buyer has or may have set forth certain information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureface.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms used in any schedule “provided to” or Exhibit but not otherwise defined therein shall have the meaning given “made available to,” with respect to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given documents required to them under the Accounting Principles, or if not ascribed meaning be provided by the Accounting PrinciplesCompany to Parent or Merger Sub, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated documents filed 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, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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 furnished by the next day that is a Business Day.
(e) No specific provisionCompany with the SEC as an exhibit after September 26, representation or warranty in this Agreement shall limit 2016 and prior to the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision date of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Samples: Merger Agreement (Amazon Com Inc)
Interpretation; Construction. (a) The table of contents Article and Section headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement only and shall not be deemed to limit alter or otherwise affect the meaning or interpretation of any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given References to them as set forth Articles, Sections of Schedules in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requiresindicated, all applicable guidelinesare references to Articles, bulletins Sections and Schedules of or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) The Parties parties to this Agreement have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arisesarises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Partiesparties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring either Party any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For all purposes of and under this Agreement, (a) the word “including” shall be deemed to be immediately followed by the words “without limitation;” (b) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; (c) words of one gender shall be deemed to include the other gender as the context requires; (d) the terms “hereof,” “herein,” “hereto,” “herewith” and any other words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular term or provision of this Agreement.
, unless otherwise specified; (e) the use of the word “or” shall not be exclusive; (f) all monetary figures shall be in United States dollars unless otherwise specified; (g) Each of Seller and Buyer has or may have set forth information the word “extent” in the Seller Disclosure Letter phrase “to the extent” shall mean the degree to which a subject or other theory extends and Buyer Disclosure Lettersuch phrase shall not mean “if” and (h) any action required by this Agreement to be taken on a day that is not a Business Day, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection be required to which be taken on the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurefirst Business Day thereafter.
Appears in 1 contract
Samples: Registration Rights Agreement (Nextier Oilfield Solutions Inc.)
Interpretation; Construction. (ai) The table definitions of contents terms herein shall apply equally to the singular 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 plural forms of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposesterms defined.
(bii) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever Where the words “include,” “"including", "includes” or “including” " and similar expressions are used in this Agreement, they it means "including (or includes) and without limitation". Where the context permits the expression "without limitation" and similar expressions, those expressions mean "including without limitation and without limiting the generality of anything contained herein". Where a list of items follows the term "including" or any similar expression, the list will only be illustrative and not exhaustive and the matters to be included will be given as broad a scope as possible and will not be limited to the items listed or to matters similar in nature or kind to those listed.
(iii) Where the phrase “and/or” is used in this Agreement, it means any combination of the two options; one, the other (either), or both.
(iv) Where the phrase “sole discretion” or “Sole Discretion” is used in this Agreement, it means the sole, absolute, unfettered and unreviewable discretion of the Vendor which may be arbitrarily exercised and without the requirement to provide any rationale or explanation for, of or with respect to the exercise of such discretion.
(v) The word “will” shall be deemed construed to be followed by have the words same meaning and effect as the word “without limitationshall”.”
(vi) The words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAPprovisions hereof.
(cvii) Except as otherwise specifically provided herein, all references in Where this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced provides from time to time that the Purchaser has appointed the Vendor as its lawful attorney, the Purchaser hereby confirms and in agrees that: (1) the case power of attorney is intended to be an irrevocable commercial power of attorney that is valid and effectual, for all purposes, as though it had been executed and delivered by separate instrument to appoint the Vendor as the Purchaser’s lawful attorney for valuable consideration (the receipt of benefit and sufficiency of which consideration is acknowledged) and is coupled with an interest, but without limitation, secures a benefit to the Vendor; (2) such power of attorney shall not be revoked or terminated by any insolvency, bankruptcy or any subsequent incapacity or disability of the Purchaser; (3) such appointment and power of attorney shall be effective as of the date of execution of this Agreement by the Purchaser; (4) such appointment and power of attorney shall not merge upon the closing of the transaction contemplated by this Agreement and the registration of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made transfer in connection therewith.
, but shall survive same for a period of ten (d10) Whenever this Agreement refers to a number years; and (5) such appointment and power of days, attorney is granted in accordance with the provisions of the Powers of Attorney Act (Ontario) (6) such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that appointment and power of attorney is not subject to the Substitute Decisions Act, 1992 (Ontario); (7) the power of attorney is not subject to any common law requirements that any attorney owes a Business Day, then fiduciary obligation to the Purchaser; (8) the Purchaser covenants and agrees not to in any event or upon any grounds deny or revoke such action may be validly taken on power of attorney; and (9) generally each of the powers of attorney granted or by the next day that is a Business Day.
(e) No specific provision, representation or warranty created herein of in this Agreement shall limit the applicability of a more general provision, representation or warranty in be deemed to follow this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulativeagreement.
(fviii) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity Any reference to any law or a question regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
(ix) No provision of intent or interpretation arises, this Agreement shall be construed against the Vendor by reason that the Vendor has or is deemed to have drafted the provision. The Purchaser acknowledges and agrees that the Purchaser has been given the opportunity to seek independent legal advice in connection with this Agreement and that the Purchaser has entered into this Agreement freely and voluntarily.
(x) Unless otherwise set out in the Agreement, any amounts that the Purchaser is to pay and/or reimburse to the Vendor pursuant to this Agreement may also be adjusted for as if drafted jointly a credit to the Vendor on the statement of adjustments as determined by the PartiesVendor in the Vendor’s sole discretion. However this paragraph shall not oblige the Vendor to make any such adjustment and the Vendor may otherwise require such payment or reimbursement to be paid by the Purchaser on demand.
(xi) If the within Agreement sets out that the Vendor is selling to the Purchaser more than one (1) Dwelling or parcel of Land, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of then notwithstanding any other provision of this Agreement, all adjustable items that are ordinarily adjusted for by the Vendor on a per Dwelling or per parcel of Land basis (notwithstanding that such adjustment may be specifically stated to be on a per Dwelling or per parcel of Land basis) may, in the Vendor’s sole discretion, be actually charged to the Purchaser on a per Dwelling or per parcel of Land (that is, the same adjustment will be applied to each and every Dwelling or parcel of Land purchased). Further, to the extent that the Vendor has agreed in the within Agreement to cap any adjustable item to not exceed the maximum of a certain sum, the cap on such adjustable item shall be applied on a per Dwelling or per parcel of Land basis and is not an aggregate cap for all Dwellings or parcels of Land that are included as part of the Purchase Price. In the event of any conflict or ambiguity between this paragraph and any other paragraph in this Agreement, the provisions of this paragraph shall prevail at all times, unless such other paragraph of this Agreement makes specific written reference that this paragraph does not apply.
(gxii) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection All obligations of the Seller Disclosure Letter Purchaser contained in this Agreement, although not always expressed to be covenants, shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.be covenants
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. .
(c) Any currency conversions made with respect to this Agreement, including conversions of any amounts expressed in a currency other than U.S. Dollars for the purposes of determining whether any monetary limit or threshold set out herein has been reached or exceeded (as the case may be), or with respect to the calculation of Cash, Closing Working Capital, and Closing Indebtedness, will be made at the applicable Period End Rate.
(d) Any capitalized terms used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning by the Accounting Principles, GAAP“in writing” include documents in electronic form or comparable forms of communication.
(ce) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context provision. Except as otherwise requiresspecifically provided herein, all applicable guidelines, bulletins or policies made references in this Agreement to any European Union directive includes any Law promulgated by Member States of the European Union in connection therewithwith the transposition of such directive. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.
(df) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(eg) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein set forth in this Agreement shall be given full, separate and independent effect and that such effect. The provisions of this Agreement are cumulative. A more specific provision shall not limit the applicability of any other, more general, provision.
(fh) 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, drafted this Agreement shall be construed as if drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(gi) Each 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 the purposes of this Agreement.
(j) Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer in a Section of such Seller Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureface.
Appears in 1 contract
Samples: Share and Asset Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them it as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmitted by email. A reference to information “made available,” “provided” or “delivered” to Buyers shall mean that such information was (i) contained in the Accounting Principlesvirtual data room administered by or on behalf of Sellers at least one day prior to the Execution Date in connection with the Transactions or (ii) actually (including electronically) delivered or provided to Buyers or any of their Representatives at least one day prior to the Execution Date. Where a German term has been inserted in italics, or if it alone (and not ascribed meaning by the Accounting Principles, GAAPEnglish term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time 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, novated, 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; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other more general provision.
(f) 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, drafted this Agreement jointly through the exchange of drafts hereof, so there shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each Neither the specification of Seller any dollar amount in any representation or warranty contained 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 Buyer has 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 contained 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, is or is 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.
(h) Sellers have or may have set forth certain information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of Article II of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of Article II to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureface.
Appears in 1 contract
Samples: Equity Purchase Agreement (Baxter International Inc)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement Agreement, and shall will not be deemed to limit or otherwise affect any of the provisions hereof. of this Agreement.
(b) Where a reference in this Agreement is made to an Annex, Exhibit, a Section or schedule, Exhibit such reference shall will be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(bc) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes,” or “including” are used in this Agreement, Agreement they shall will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import, import when used in this Agreement, shall Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms when used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithis not exclusive.
(d) Whenever The definitions contained in this Agreement refers are applicable to a number the singular as well as the plural forms of days, such number shall refer terms and to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then the masculine as well as to the feminine and neuter genders of such action may be validly taken on or by the next day that is a Business Dayterm.
(e) No specific provisionAny Contract, representation instrument, or warranty statute defined or referred to herein or in this Agreement shall limit any Contract or instrument that is referred to herein means such Contract, instrument, or statute as from time to time amended, modified, or supplemented, including, in the applicability case of a more general provisionContracts or instruments, representation by waiver or warranty consent and, in this Agreement. It is the intent case of the Parties that each representationstatutes, warranty, covenant by succession of comparable successor statutes and condition contained herein shall be given full, separate references to all attachments thereto and independent effect and that such provisions are cumulativeinstruments incorporated therein.
(f) References to a Person are also to its permitted successors and permitted assigns.
(g) Where this Agreement states that a party “shall,” “will” or “must” perform in some manner it means that the party is legally obligated to do so under this Agreement.
(h) The Parties terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, include documents filed or furnished by the Company with the SEC that are publicly available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC, documents made available for review by Parent or its Representatives in the Xxxxxxxxx electronic data room, and documents made available for review by Parent or its Representatives in the Donnelley Financial Solutions Venue electronic data room maintained by the Company in connection with the transactions contemplated by this Agreement, in each case, prior to the date of this Agreement.
(i) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of this Agreement.
(gj) Each of Seller and Buyer has All references herein to “dollars” or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure“$” will mean U.S. dollars.
Appears in 1 contract
Interpretation; Construction. (a) The table of contents articles, titles and headings to Sections herein are inserted for convenience of reference onlyonly and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Except as otherwise indicated, do not constitute (i) all references in this Agreement to “Articles,” “Sections,” “Recitals,” and “Appendices” (if any) are intended to refer to Articles, Sections, Recitals and Appendices to this Agreement. The introductory paragraph, Recitals, and Appendices referred to herein shall be construed with and as an integral part of this Agreement and to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Recital or Appendix but not otherwise defined therein shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference defined as set forth in this Agreement is made unless the context otherwise requires. Neither the making nor the acceptance of this Agreement shall enlarge, restrict or otherwise modify the terms of the Separation and Merger Agreements or constitute a waiver or release by Licensor or Licensee of any liabilities, obligations or commitments imposed upon them by the terms of the Separation and Merger Agreements, including the representations, warranties, covenants, agreements and other provisions of the Separation and Merger Agreements. Notwithstanding any other provision of this Agreement to an Annexthe contrary, Exhibit, Section or schedule, such reference in the event and to the extent that there shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part conflict between the provisions of this Agreement and is incorporated herein for all purposesthe provisions of the Separation and Merger Agreements, the provisions of the Separation and Merger Agreements shall control (unless this Agreement expressly provides otherwise).
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context For purposes of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “Agreement: (i) ”include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “”; (ii) ”hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word ; (iii) ”extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) ”dollars” and “$” shall mean United States dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) ”any” shall mean “any and all”; (viii) ”or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms is used in the inclusive sense of “and/or”; (ix) reference to any schedule agreement, document or Exhibit but not otherwise defined therein shall have the meaning given instrument means such agreement, document or instrument as amended, supplemented, modified and in effect from time to them as set forth time in this Agreement. All accounting terms used herein accordance with its terms; and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(cx) Except as otherwise specifically provided herein, all references in this Agreement reference to any Law include the rules and regulations promulgated thereunder, in each case means such Law as amended, re-enacted, consolidated or replaced amended from time to time and in the case of includes any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision successor legislation thereto and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithany regulations promulgated thereunder.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever The term “or” is not exclusive and shall mean “and/or”, unless the context otherwise requires. The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated “wholly owned Subsidiary” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability “wholly owned Subsidiaries” of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter Person shall be deemed disclosure to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to any other section documents required to be provided by the Company to Parent or subsection to which Merger Sub, include documents filed or furnished by the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureCompany with the SEC.
Appears in 1 contract
Samples: Merger Agreement (Eargo, Inc.)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision Law in this Agreement shall mean such Law as from time to time amended, modified or supplemented and to any rules or regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of this Agreementa Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Subs, include documents filed or furnished by the Company with the SEC or in the virtual data room titled “Project Ferdinand” and “Project Ferdinand - Legal” located at dxxxxxxx.xxx at least 24 hours prior to the date hereof. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not be exclusivemean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, Each reference herein to a particular provision “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be read as referring deemed to include any Subsidiary of such amendedPerson where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, novated, re-enacted, consolidated nominee shares or replaced provision and shall also include, unless other equity interests that are required by law or regulation to be held by a director or nominee). To the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever extent this Agreement refers to a number of daysinformation or documents having been “provided to” or “made available to” Parent or Merger Sub by the Company, such number obligation shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Daydeemed satisfied if, then such action may be validly taken on or by the next day that is a Business Day.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent as of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision date of this Agreement.
, (ga) Each the Company or its Representatives made such information or document available in any virtual data rooms established by or on behalf of Seller and Buyer has the Company in connection with the transactions contemplated by this Agreement or may have set forth otherwise made such information or document available (or delivered or provided such information or document) to Parent or Merger Sub or its or their Representatives in connection with the transactions contemplated by this Agreement, or (b) such information or document is publicly available in the Seller Disclosure Letter Electronic Data Gathering, Analysis and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection Retrieval (XXXXX) database of the Seller Disclosure Letter shall be deemed disclosure with respect SEC and not subject to any other section redactions or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosureomissions.
Appears in 1 contract
Interpretation; Construction. (a) Each Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the Parties shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of Law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted it is of no application and is hereby expressly waived.
(b) All references in this Agreement to Articles, Sections and clauses refer to the corresponding Articles, Sections and clauses of this Agreement unless expressly provided otherwise. The table headings appearing at the beginning of contents and headings herein any Articles, Sections or clauses of this Agreement are for convenience of reference only, do not constitute any part of this Agreement such Articles, Sections, or clauses and shall not be deemed to limit or otherwise affect any of disregarded in construing the provisions hereoflanguage contained therein. Where a reference in this Agreement is made to an Annex, Exhibit, Section or schedule, such reference shall be to an Annex, Exhibit, Section or schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereofthis Agreement,” “herein,” “hereby,” “hereunder” and “hereunderhereof” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Article,” “this Section,” “this clause” and words of this Agreementsimilar importance, refer only to the Article, Section or clause hereof in which such words occur. The word “orincluding” (in its various forms) means “including, without limitation.” Unless the context otherwise requires, all defined terms contained herein shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms include the singular and plural and the conjunctive and disjunctive forms of such defined terms, and shall have the defined meanings when used in any schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have therein. References to any Person include the meaning given successors and permitted assigns of that Person. When calculating the period of time before which, within which, or following which, any act is to them as set forth in be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. All accounting terms used herein and not expressly defined herein shall have Unless the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as context otherwise specifically provided hereinrequires, all references in this Agreement to a specific time shall refer to Washington, D.C. time. References to any applicable Law include the rules and regulations promulgated thereunder, in each case refer to such applicable Law as amended, re-enactedmodified, consolidated supplemented or replaced from time to time and (and, in the case of statutes, includes any rules and regulations promulgated under such amendment, re-enactment, consolidation or replacement, reference herein statute) and references to a particular provision shall be read as referring any section of any Law include any successor to such amended, novated, re-enacted, consolidated or replaced provision and shall also includesection, unless otherwise specifically indicated. Unless the context otherwise requires, all applicable guidelinesreferences to days means calendar days. Unless otherwise specifically indicated, bulletins any reference herein to “dollar(s)” or policies made in connection therewith“$” means U.S. dollars.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
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Interpretation; Construction. (a) The table parties have participated jointly in negotiation and drafting this Agreement. In the event that an ambiguity or a question of contents intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and headings herein are for convenience no presumption or burden of reference only, do not constitute part proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where Agreement.
(b) When a reference is made in this Agreement is made to an AnnexArticle, Exhibita Section, Section Exhibit or scheduleSchedule, such reference shall be to an AnnexArticle of, Exhibita Section of, Section or schedule to an Exhibit or Schedule to, this Agreement unless otherwise indicated. Each Exhibit The table of contents and schedule attached to headings contained in this Agreement constitutes a part are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versaAgreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” All terms defined in this Agreement shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms have the defined meanings when used in any schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreementtherein. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references 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 term. Any agreement, instrument or statute defined or referred to herein or in any Law include the rules and regulations promulgated thereunderagreement or instrument that is referred to herein means such agreement, in each case instrument or statute as amended, re-enacted, consolidated or replaced from time to time and amended, modified or supplemented, including (in the case of any such amendment, re-enactment, consolidation agreements or replacement, reference herein instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a particular provision shall be read as referring Person are also to such amended, novated, re-enacted, consolidated its permitted successors and assigns. All references to “dollars” or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith“$” means U.S. dollars.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where When a reference is made in this Agreement is made to an Annex, Exhibit, Section sections or scheduleexhibits, such reference shall be to an Annex, Exhibit, Section a section of or schedule exhibit to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunderherewith” and words of similar importimport shall, when used in this Agreementunless otherwise stated, shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” All terms defined in this Agreement shall not be exclusive. Currency amounts referenced have the defined meaning contained herein are in U.S. Dollars. Any capitalized terms when used in any schedule document made or Exhibit but not delivered pursuant hereto unless otherwise defined therein shall have the meaning given to them as set forth in this Agreementtherein. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references 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 term. Any agreement or instrument defined or referred to herein or in any Law include the rules and regulations promulgated thereunder, in each case agreement or instrument that is referred to herein means such agreement or instrument as amended, re-enacted, consolidated or replaced from time to time amended, modified or supplemented and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein attachments thereto and instruments incorporated therein. References to a particular provision shall be read as referring person are also to such amended, novated, re-enacted, consolidated or replaced provision its permitted successors and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specifiedassigns. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) The Parties parties have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, parties and no presumption or burden of proof shall arise favoring or disfavoring either Party any party by virtue of the authorship of any provision of the provisions of this Agreement.
(g) Each of Seller and Buyer has . Any reference to any statute or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter law shall be deemed disclosure with respect also to refer to any other section or subsection to which amendments thereto and all rules and regulations promulgated thereunder, unless the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurecontext requires otherwise.
Appears in 1 contract
Samples: Board Representation and Governance Agreement (Intervoice Inc)
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, a Section or scheduleExhibit or Annex, such reference shall be to an Annex, Exhibit, a Section of or schedule Exhibit or Annex to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, 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,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any particular provision of Law in this Agreement. The word “or” Agreement shall not mean such Law as may from time to time be exclusiveamended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any schedule Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or Exhibit but indirectly owned by such Person. The word “or” is not otherwise defined therein exclusive, and shall be interpreted as “and/or”. The words “shall” and “will” have the meaning given same meaning. The terms “provided to” or “made available to,” with respect to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given documents required to them under the Accounting Principles, or if not ascribed meaning be provided by the Accounting PrinciplesCompany to Parent or Merger Sub, GAAP.
(c) Except as otherwise specifically provided herein, all references include documents filed or furnished by the Company with the SEC or in this Agreement to any Law include the rules and regulations promulgated thereunderonline data room established for purposes of due diligence of the Company’s business in connection with the transactions contemplated hereby, in each case as amended, re-enacted, consolidated or replaced from time prior to time and in 11:59 p.m. Eastern Time on the case of any such amendment, re-enactment, consolidation or replacement, reference herein calendar day immediately prior to a particular provision shall be read as referring to such amended, novated, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) date hereof. Whenever this Agreement refers to a number of days, such number shall refer refers to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either Party by virtue of the authorship of any provision of this Agreement.
(g) Each of Seller and Buyer has or may have set forth information in the Seller Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
Appears in 1 contract
Interpretation; 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. Where a reference in this Agreement is made to an Annex, Exhibit, Section or scheduleSchedule, such reference shall be to an Annex, Exhibit, Section or schedule Schedule to this Agreement unless otherwise indicated. Each Exhibit and schedule attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender masculine, female or neutral genders shall include the feminine and neutral genders and vice versaother genders. Whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not mean simply “if”. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms term used in any schedule Schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, GAAP. References to “written” or if not ascribed meaning “in writing” include documents in electronic form or transmission by the Accounting Principles, GAAPemail. References to “actual fraud” shall be deemed to exclude forward looking statements (as defined in 15 U.S.C. §78u-5) made in good faith.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-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, novated, 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; provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and all attachments thereto and instruments incorporated therein.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever 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.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each Each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such effect. The provisions hereof are cumulative. A more specific provision shall limit the applicability of any other, more general, provision.
(f) 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, drafted this Agreement shall be construed as if drafted jointly by through the Partiesexchange of drafts hereof, and so no presumption or burden of proof shall arise favoring or disfavoring either any Party by virtue of the authorship of any provision of this Agreement.
(g) Each Neither the specification of Seller any dollar amount in any representation or warranty contained 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 Buyer no Party shall use the fact of 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 contained 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, 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 for purposes of this Agreement.
(h) The Company has or may have set forth information in the Seller Company Disclosure Letter and Buyer in a Section of such Company Disclosure Letter, as applicableLetter that corresponds to the Section of this Agreement to which it relates. Parent has set forth information in the Parent Disclosure Letter in a section of such Parent Disclosure Letter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in any section Section or subsection of the Seller Company Disclosure Letter or the Parent Disclosure Letter shall be deemed disclosure with respect to any other section Section or subsection of the Company Disclosure Letter and the Parent Disclosure Letter, respectively, to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosure.
(i) All calculations involving the determination of dollar amounts pursuant to or in connection with this Agreement, the Escrow Agreement or the Payments Administrator Agreement shall be calculated to the nearest xxxxx (two decimal places).
Appears in 1 contract
Samples: Merger Agreement (DraftKings Inc.)
Interpretation; 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 hereof. Where a reference All article, section, subsection, schedule, annex and exhibit references used in this Agreement is made are to an Annexarticles, Exhibitsections, Section or schedulesubsections, such reference shall be to an Annexschedules, Exhibit, Section or schedule annexes and exhibits to this Agreement unless otherwise indicatedspecified. Each Exhibit The exhibits, schedules and schedule annexes attached to this Agreement constitutes constitute a part of this Agreement and is are incorporated herein in this Agreement for all purposes.
(b) 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). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. 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. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words mean “including without limitation.,” The the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used terms in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” section or article in which such words appear and any reference to a Law shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized terms used in include any schedule or Exhibit but not otherwise defined therein shall have the meaning given to them as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the Accounting Principles, or if not ascribed meaning by the Accounting Principles, GAAP.
(c) Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, and any reference to any Law 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, this Agreement shall only be a reference herein to a particular provision shall be read as referring to such amendedLaw as of the date of this Agreement. Unless otherwise specified, novatedcurrency amounts referenced in this Agreement, re-enacted, consolidated or replaced provision the Company Disclosure Letter and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made Parent Disclosure Letter are in connection therewithU.S. Dollars.
(dc) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Whenever 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. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if.”
(d) All accounting terms used in this Agreement and not expressly defined in this Agreement shall have the meanings given to them under GAAP.
(e) No specific provision, representation or warranty in this Agreement shall limit the applicability of a more general provision, representation or warranty in this Agreement. It is the intent of the Parties that each representation, warranty, covenant and condition contained herein shall be given full, separate and independent effect and that such provisions are cumulative.
(f) 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 either any Party by virtue of the authorship of any provision of this Agreement.
(gf) Each The Company Disclosure Letter or the Parent Disclosure Letter may include items and information the disclosure of Seller and Buyer has which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV or Article V or to one or more covenants contained in Article VI. Certain matters are or may have set forth be listed in the Company Disclosure Letter or the Parent Disclosure Letter for informational purposes only and may not be required to be listed by the terms of this Agreement. Inclusion of any items or information in the Seller Company Disclosure Letter and Buyer Disclosure Letter, as applicable. The fact that any item of information is disclosed in any section or subsection of the Seller Parent Disclosure Letter shall not be deemed deemed, in and of itself, 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 Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement or is outside the ordinary course of business. No disclosure in the Company Disclosure Letter or the Parent Disclosure Letter relating to any possible breach or violation of any Contract or Law shall be construed as: (a) an admission or indication that any such breach or violation exists, has actually occurred or will actually occur; (b) an admission of any liability or obligation of any Party or any of its Subsidiaries with respect to any other section third Person; or subsection (c) an admission against the interest of any Party or any of its Subsidiaries to which the relevance of such item is reasonably apparent on its face (without reading any document referenced therein) based on a plain reading of such disclosurethird Person.
Appears in 1 contract
