Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Gramercy Property Trust Inc.), Credit and Guaranty Agreement (Gramercy Property Trust Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Schedule or Exhibit shall be to a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument instrument, plan or other document (including any Organizational Documentthis Agreement) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, restatements, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (ve) any reference herein to the knowledge of Holdings or any law Subsidiary or any officer thereof shall also be deemed to include all statutory and regulatory provisions consolidatingthe knowledge of the General Partner or such officer thereof, amendingas applicable, replacing or interpreting such law and any reference to an Authorized Officer or any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein other officer of the word “include” or “including”, when following any general statement, term or matter, Holdings shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall also be deemed to refer to all an Authorized Officer or such other items or matters that fall within officer of the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayGeneral Partner.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (CVR Energy Inc), Credit and Guaranty Agreement (CVR Partners, Lp)
Interpretation, etc. Any With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein maydefined, unless and whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
(b) References herein to any Article, Section, Schedule or Exhibit shall be to an Article, Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise requiresspecifically provided.
(c) The words “include”, “includes”, “including” and words of similar import shall be used deemed to be followed by the phrase “without limitation”.
(d) The word “will” shall be construed to have the same meaning and effect as the word “shall”.
(e) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
(f) To the fullest extent permitted by law and notwithstanding any other provision in this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting any other Person or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other different standard.
(g) A Default is “continuing” or “exists” if it has not been remedied or waived and an Event of Default is “continuing” or “exists” if it has not been remedied or waived.
(h) Section headings herein and in the singular other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or the plural, depending on the reference. any other Loan Document.
(i) Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein (including any Organizational Documentthe Loan Documents) shall be construed as referring deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such agreementamendments, instrument or restatements, extensions, supplements and other document as Modified from time to time (subject to modifications are not prohibited by any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s heirs, legal representatives, executors, successors and permitted assigns, (iii) the words “hereof”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety this Agreement as a whole and not to any particular provision thereofhereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of , (v) the word words “includeasset” or and “including”, when following any general statement, term or matter, property” shall not be construed to limit such statement, term or matter to have the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (vi) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other items writings, however evidenced, whether in physical or matters that fall within the broadest possible scope of such general statementelectronic form, term or matter. The and (vii) accounting terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder not specifically defined herein shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth construed in Section 2.16(eaccordance with GAAP.
(j) and (g), the provisos set forth Unless otherwise specified in the definition of Interest PeriodLoan Documents, ortime references are to time in New York, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayNew York.
Appears in 2 contracts
Samples: Credit Agreement (Greystone Housing Impact Investors LP), Credit Agreement (Greystone Housing Impact Investors LP)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or and, in any other Loan Documentthe case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1)), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayhereof.
Appears in 2 contracts
Samples: Abl Credit and Guaranty Agreement (Entegris Inc), Abl Credit and Guaranty Agreement (Entegris Inc)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) hereof. All references herein to any Section, Appendix, Schedule dividends or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather distributions shall be deemed to refer include all payments to all other items or matters limited partners by the Borrower notwithstanding that fall within such payments may otherwise be characterized as a return of capital. Any reference to an officer of the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder Borrower shall be stated deemed to be due include a reference to such officer of the GP acting on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), behalf of the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayBorrower.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.), Credit and Guaranty Agreement (Alon USA Partners, LP)
Interpretation, etc. Any All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the terms defined herein maybeginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwiseotherwise specified, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, particular Person also refer to such law its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or regulation as amended, modified thereto which would require or supplemented from time allow this Mortgage to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words against any party because of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth its role in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Daydrafting this Mortgage.
Appears in 2 contracts
Samples: Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.), Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayhereof.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless otherwise indicated, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The following terms lease have the meanings given to them in the UCC and license shall include sub-lease and sub-license, as applicable. Whenever any payment terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be made hereunder shall be stated equally applicable to be due on a day that is not a Business Dayboth the singular and plural forms of the terms defined): “account”, such payment shall be made as set forth in Section 2.16(e) “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day“supporting obligation”.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/), Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be “substantially” in the form of an Appendix, Schedule or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof,” “hereunder,” “hereby” and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall.” The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such statutes, acts, laws, regulations and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Loan Document, or any other agreement, instrument or other document shall be construed to refer to the referenced agreement, instrument or document as assigned, amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Loan Document unless such reference is expressly limited to refer to such agreement, instrument or other document “as in effect on” a specified date. If any payment to be made hereunder or action to be taken by a Borrower shall fall due or shall be stated required to be due taken, as applicable, on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided thereindue or such action shall be taken, as applicable. Whenever performance of any other obligation or agreement is required , on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.
Appears in 2 contracts
Samples: Dip Credit Agreement (Hospitality Investors Trust, Inc.), Restructuring Support Agreement (Hospitality Investors Trust, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder word “will” shall be stated construed to be due on a day that is not a Business Dayhave the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, such payment instrument or other document herein shall be made construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in Section 2.16(eherein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (g), v) the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance words “asset” and “property” shall be extended construed to have the next succeeding Business Daysame meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Newtek Business Services Corp.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived in accordance with Section 10.5. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be due on deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a day specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not a Business Day, such payment shall be made expressly prohibited for the Person but is intended to have substantially the same effects as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Dayif fully set forth therein, the date for such performance shall be extended to the next succeeding Business Daymutatis mutandis.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless otherwise indicated, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The following terms lease have the meanings given to them in the UCC and license shall include sub-lease and sub-license, as applicable. Whenever any payment terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be made hereunder shall be stated equally applicable to be due on a day that is not a Business Dayboth the singular and plural forms of the terms defined): “account”, “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “supporting obligation”. The term “insider” as used herein has the meaning given to such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth term in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayBankruptcy Code.
Appears in 1 contract
Samples: Credit, Guaranty and Security Agreement (Kv Pharmaceutical Co /De/)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereofhereof.
(a) Unless the context otherwise requires, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidatinga merger, amendingtransfer, replacing consolidation, amalgamation, assignment, sale, disposition or interpreting such law and any reference to any law transfer, or regulation shallsimilar term, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer apply to all other items a division of or matters that fall within by a limited liability company, or an allocation of assets to a series of a limited liability company (or the broadest possible scope unwinding of such general statementa division or allocation), term as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or matter. The terms lease and license shall include sub-lease and sub-licensetransfer, or similar term, as applicable, to, of or with a separate Person. Whenever Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any payment to be made hereunder shall be stated to be due on a day limited liability company that is not a Business DaySubsidiary, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of joint venture or any other obligation like term shall also constitute such a Person or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayentity).
Appears in 1 contract
Samples: Debtor in Possession Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent (without any requirement for Lender consent), and, in the case of any Collateral Document, Administrative Agent, in each case in such Agent’s sole discretion (without any requirement for Lender consent). The words “hereof,” “hereunder,” “hereby,” and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing,” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or cured in accordance with the terms hereof (to the extent it is capable of being cured). The word “will” shall be construed as having the same meaning and effect as the word “shall.” The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicablerespectively. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to be due on a day that is not a Business Dayinclude the corresponding masculine, such payment feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be made deemed to refer to such statutes, acts, laws, regulations, and rules as set forth in Section 2.16(e) effect from time to time, including any amendments of the same and (g)any successor statutes, the provisos set forth acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in the definition of Interest Periodeffect on” a specified date. Except as otherwise expressly provided herein, orany reference in or to this Agreement, to the extent provided in any Modification of a other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Dayif fully set forth therein, the date for such performance shall be extended to the next succeeding Business Daymutatis mutandis.
Appears in 1 contract
Samples: Senior Secured Super Priority Term Loan Debtor in Possession Credit and Guaranty Agreement
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) hereof. All references herein to any Section, Appendix, Schedule dividends or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather distributions shall be deemed to refer include all payments to all other items or matters limited partners by the Partnership notwithstanding that fall within the broadest possible scope such payments may otherwise be characterized as a return of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Daycapital.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or and, in any other Loan Documentthe case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayhereof.
Appears in 1 contract
Interpretation, etc. Any With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be used in deemed to be followed by the singular or phrase “without limitation.” The word “will” shall be construed to have the plural, depending on same meaning and effect as the reference. word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein (A) to any Person shall be construed to include such Person’s successors and assignsassigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor‑in‑possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (iiiii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Loan Credit Document, shall be construed to refer to such Loan Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) references herein to any Section, Appendix, Schedule or Exhibit the word “incur” (and its correlatives) shall be construed to a Sectionmean incur, an Appendixcreate, a Schedule issue, assume, become liable in respect of or an Exhibitsuffer to exist, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law the words “asset” and “property” shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statementhave the same meaning and effect and to refer to any and all tangible and intangible assets and properties, term or matter including Cash, securities, accounts and contract rights, and (vi) any certification hereunder required to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather be given by a corporate officer shall be deemed to refer to all other items or matters that fall within be made on behalf of the broadest possible scope applicable Credit Party and not in the individual capacity of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment officer.
(b) In the computation of periods of time from a specified date to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g)later specified date, the provisos set forth in word “from” means “from and including”; the definition of Interest Period, or, words “to” and “until” each mean “to but excluding”; and the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended word “through” means “to the next succeeding Business Dayand including.”
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be “substantially” in the form of an Appendix, Schedule or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof,” “hereunder,” “hereby” and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall.” The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such statutes, acts, laws, regulations and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Loan Document, or any other agreement, instrument or other document shall be construed to refer to the referenced agreement, instrument or document as assigned, amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Loan Document unless such reference is expressly limited to refer to such agreement, instrument or other document “as in effect on” a specified date. If any payment to be made hereunder or action to be taken by a Borrower shall fall due or shall be stated required to be due taken, as applicable, on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided thereindue or such action shall be taken, as applicable. Whenever performance of any other obligation or agreement is required , on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Samples: Credit Agreement (Hospitality Investors Trust, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to be due on a day that is not a Business Dayinclude the corresponding masculine, such payment feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be made deemed to refer to such statutes, acts, laws, regulations, and rules as set forth in Section 2.16(e) effect from time to time, including any amendments of the same and (g)any successor statutes, the provisos set forth in the definition of Interest Periodacts, orlaws, to the extent provided in regulations, and rules, unless any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement such reference is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.expressly WEIL:\96958663\10\71605.0155
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be due on deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a day specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not a Business Day, such payment shall be made expressly prohibited for the Person but is intended to have substantially the same effects as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Dayif fully set forth therein, the date for such performance shall be extended to the next succeeding Business Daymutatis mutandis.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof. Unless otherwise expressly provided herein, (i) references to Organizational Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited hereunder; and (b) references to any Legal Requirement shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Legal Requirement. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever Any reference to a Person party to any payment document shall include a successor in interest to be made hereunder shall be stated such Person and such Person’s assigns, unless the succession of such Person or the assignment to be due on a day that such Person is not permitted hereunder and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof. Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive. In the computation of periods of time from a Business Dayspecified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” All references to “knowledge” of the Borrower or any of its Restricted Subsidiaries means the actual knowledge of an Authorized Officer. For purposes of determining compliance at any time with Sections 6.1, 6.2 and 6.5, in the event that any Indebtedness, Lien or sale/leaseback transaction (or, in each case, a portion thereof), as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such payment shall be made as set forth in Section 2.16(e) and Sections (geach of the foregoing, a “Reclassifiable Item”), the provisos set forth Borrower, in the definition its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of Interest Period, or, each such Section and will only be required to the extent provided include such Reclassifiable Item (or portion thereof) in any Modification one category. It is understood and agreed that any Indebtedness, Lien or sale/leaseback transaction need not be permitted solely by reference to one category of a Credit Documentpermitted Indebtedness, as provided thereinLien or sale/leaseback transaction under Sections 6.1, as applicable. Whenever performance of 6.2 or 6.5, respectively, but may instead be permitted in part under any combination thereof or under any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayavailable exception.
Appears in 1 contract
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or and, in any other Loan Documentthe case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereofhereof.
(b) Unless the context otherwise requires, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidatinga merger, amendingtransfer, replacing consolidation, amalgamation, assignment, sale, disposition or interpreting such law and any reference to any law transfer, or regulation shallsimilar term, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer apply to all other items a division of or matters that fall within by a limited liability company, or an allocation of assets to a series of a limited liability company (or the broadest possible scope unwinding of such general statementa division or allocation), term as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or matter. The terms lease and license shall include sub-lease and sub-licensetransfer, or similar term, as applicable, to, of or with a separate Person. Whenever Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any payment to be made hereunder shall be stated to be due on a day limited liability company that is not a Business DaySubsidiary, such payment shall be made as set forth in Section 2.16(e) and (g)Restricted Subsidiary, the provisos set forth in the definition of Interest PeriodUnrestricted Subsidiary, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of joint venture or any other obligation like term shall also constitute such a Person or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayentity).
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or and, in any other Loan Documentthe case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereofhereof.
(b) Unless the context otherwise requires, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidatinga merger, amendingtransfer, replacing consolidation, amalgamation, assignment, sale, disposition or interpreting such law and any reference to any law transfer, or regulation shallsimilar term, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer apply to all other items a division of or matters that fall within by a limited liability company, or an allocation of assets to a series of a limited liability company (or the broadest possible scope unwinding of such general statementa division or allocation), term as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or matter. The terms lease and license shall include sub-lease and sub-licensetransfer, or similar term, as applicable, to, of or with a separate Person. Whenever Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any payment to be made hereunder shall be stated to be due on a day limited liability company that is not a Business DaySubsidiary, such payment shall be made as set forth in Section 2.16(e) and (g)Restricted Subsidiary, the provisos set forth in the definition of Interest PeriodUnrestricted Subsidiary, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of joint venture or any other obligation like term shall also constitute such a Person or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayentity).
Appears in 1 contract
Samples: Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be used in deemed to be followed by the singular or phrase “without limitation”. The word “will” shall be construed to have the plural, depending on same meaning and effect as the referenceword “shall”. Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) herein shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiic) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereofhereof, (ivd) all references herein to any SectionArticles, AppendixSections, Schedule or Exhibit Exhibits and Schedules shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statementrefer to Articles and Sections of, term or matter to and Exhibits and Schedules to, this Agreement and (e) the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as words “without limitationasset” or and “but not limited toproperty” or words of similar import) is used with reference thereto, but rather shall be deemed construed to have the same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementtangible and intangible assets and properties, term or matterincluding cash, securities, accounts and contract rights. The terms lease interest rate on Eurodollar Rate Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Rate Loans. In light of this eventuality, public and license shall include sub-lease and sub-license, as applicable. Whenever any payment private sector industry initiatives are currently underway to identify new or alternative reference rates to be made hereunder shall be stated used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.17(a)(ii) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g2.17(a)(iv), of any change to the provisos set forth reference rate upon which the interest rate on Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of Interest Period“LIBO Rate” or with respect to any alternative or successor rate thereto, oror replacement rate thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.17(a)(ii), whether upon the extent provided in any Modification occurrence of a Credit DocumentBenchmark Transition Event or an Early Opt-in Election, as provided therein, as applicable. Whenever performance and (ii) the implementation of any other obligation Benchmark Replacement Conforming Changes pursuant to Section 2.17(a)(iii)), including without limitation, whether the composition or agreement is required on a day that is not a Business Daycharacteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the date for such performance shall be extended LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to the next succeeding Business Dayits discontinuance or unavailability.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Douglas Dynamics, Inc)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. References to the “Lead Arranger,” any “Agent,” the “Collateral Agent,” any “Credit Party,” any “Lender,” any “obligor,” any “Party” or any other persons shall be construed so as to include successors in title, permitted assigns and permitted transferees. References to “assets” includes present and future properties, revenues and rights of every description. References to a “Credit Document” or any other agreement or instrument is a reference to that Credit Document or other agreement or instrument as amended, novated, supplemented, extended or restated, strictly in accordance with the terms thereof. This Agreement restates and replaces, in its entirety, the Existing First Lien Credit Agreement; any reference in any of the other Credit Documents to the Existing First Lien Credit Agreement (however defined) shall mean this Agreement. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Solera Holdings LLC)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.WEIL:\96958663\10\71605.0155
Appears in 1 contract
Interpretation, etc. Any All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the terms defined herein mayExhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwiseotherwise specified, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, particular Person also refer to such law its successors and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or regulation as amended, modified thereto which would require or supplemented from time allow this Deed of Trust to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words against any party because of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope its role in drafting this Deed of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayTrust.
Appears in 1 contract
Samples: Loan Agreement
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument instrument, plan or other document (including any Organizational Documentthis Agreement) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, restatements, supplements or modifications set forth herein or in any other Loan Documentherein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (iiiiv) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, hereof.
(ivb) references herein Subject to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein proviso set forth in the definition of the word “include” or “includingInterest Period”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever whenever any payment to be made hereunder with respect to any Loan or any performance of any covenant, duty or obligation shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to due on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (AutoTrader Group, Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, .
(ib) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and provided.
(vc) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever If any obligation of payment to be made hereunder shall be stated to be due or performance required under the Credit Documents falls on a day that which is not a Business Day, such payment shall be made then (except as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to ) the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the due date for such performance shall will be extended to the next succeeding immediately following Business Day.
(d) The word “will” shall be construed to have the same meaning and effect as the word “shall”.
(e) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed and delivered or as it may from time to time be amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (GPB Holdings II, LP)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references hereof. Terms defined in the UCC as in effect in the State of New York on the Effective Date and not otherwise defined herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless the context otherwise specifiedindicates, refer to such law have the meanings provided by those definitions. For purposes of this Agreement, the fair market value of any asset or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather property shall be deemed to refer to all other items or matters that fall within such fair market value as is reasonably determined by the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business DayBorrower.
Appears in 1 contract
Samples: 364 Day Bridge Credit and Guaranty Agreement (Entegris Inc)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be due on deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a day specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Note Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Note Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not a Business Day, such payment shall be made expressly prohibited for the Person but is intended to have substantially the same effects as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Note Document as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Dayif fully set forth therein, the date for such performance shall be extended to the next succeeding Business Daymutatis mutandis.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, shall be construed to include any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereof, (iv) references hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless the context otherwise specifiedindicates, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of have the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent meanings provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayby those definitions.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tivity Health, Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to DMFIRM #406105327 v2 77 time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or and, in any other Loan Documentthe case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision thereofhereof.
(a) Unless the context otherwise requires, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidatinga merger, amendingtransfer, replacing consolidation, amalgamation, assignment, sale, disposition or interpreting such law and any reference to any law transfer, or regulation shallsimilar term, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer apply to all other items a division of or matters that fall within by a limited liability company, or an allocation of assets to a series of a limited liability company (or the broadest possible scope unwinding of such general statementa division or allocation), term as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or matter. The terms lease and license shall include sub-lease and sub-licensetransfer, or similar term, as applicable, to, of or with a separate Person. Whenever Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any payment to be made hereunder shall be stated to be due on a day limited liability company that is not a Business DaySubsidiary, such payment shall be made as set forth in Section 2.16(e) and (g)Restricted Subsidiary, the provisos set forth in the definition of Interest PeriodUnrestricted Subsidiary, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of joint venture or any other obligation like term shall also constitute such a Person or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Dayentity).
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or, solely with respect to any Event of Default with respect to the financial covenant set forth in Section 6.8(a), deemed cured in accordance with the terms of Section 8.2. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to be due on a day that is not a Business Dayinclude the corresponding masculine, such payment feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be made deemed to refer to such statutes, acts, laws, regulations, and rules as set forth in Section 2.16(e) and (g)effect from time to time, including any amendments of the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.same and
Appears in 1 contract
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeprovided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease words “hereof,” “herein,” “hereunder” and license 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. Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or therein), and (c) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Any reference to “payment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Credit Document with respect to the Loans or the Obligations shall mean all Obligations (including the Prepayment Premium) (excluding contingent claims for indemnification to the extent no claim giving rise thereto has been asserted) have been repaid in full in cash and have been fully performed and all Commitments have been permanently terminated.
(b) References in this Agreement to “determination” by the Agent include sub-lease good faith estimates by the Agent (in the case of quantitative determinations) and sub-licensegood faith beliefs by the Agent (in the case of qualitative determinations). A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders or by each Lender affected thereby, or by all Lenders, as applicable. Whenever Any Lien referred to in this Agreement or any other Credit Document as having been created in favor of the Agent, any 4885-4330-5790v.25 agreement entered into by the Agent pursuant to this Agreement or any other Credit Document, any payment made by or to or funds received by the Agent pursuant to or as contemplated by this Agreement or any other Credit Document, or any act taken or omitted to be taken by the Agent, shall, unless otherwise expressly provided, be created, entered into, made hereunder or received, or taken or omitted, for the benefit or account of the Agent and the Lenders. Wherever the phrase “to the knowledge of any Credit Party” or words of similar import relating to the knowledge or the awareness of any Credit Party are used in this Agreement or any other Credit Document, such phrase shall mean and refer to the actual knowledge of an Authorized Officer of any Credit Party in the good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Credit Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.
(c) The phrases “permitted by” and “not prohibited by” or words of similar import shall be stated construed to have the same meaning and effect.
(d) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
(e) If a due date for any payment, or for the delivery of any report, certificate, notice or other deliverable, falls on a day that is not a Business Day, such payment shall then the due date will be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be automatically extended to the next succeeding immediately following Business Day.
Appears in 1 contract
Samples: Senior Secured Loan Agreement (Greenidge Generation Holdings Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and (v) any reference words of similar import used in this Agreement refer to this Agreement as a whole and not to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeparticular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and sub-license, as applicable. Whenever the context may require, any payment to be made hereunder pronoun shall be stated construed to be due on a day that is not a Business Dayinclude the corresponding masculine, such payment feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be made deemed to refer to such statutes, acts, laws, regulations, and rules as set forth in Section 2.16(e) effect from time to time, including any amendments of the same and (g)any successor statutes, the provisos set forth acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in the definition of Interest Periodeffect on” a specified date. Except as otherwise expressly provided herein, orany reference in or to this Agreement, to the extent provided in any Modification of a other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Dayif fully set forth therein, the date for such performance shall be extended to the next succeeding Business Daymutatis mutandis.
Appears in 1 contract
Interpretation, etc. Any With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be used in deemed to be followed by the singular or phrase “without limitation.” The word “will” shall be construed to have the plural, depending on same meaning and effect as the reference. word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein (A) to any Person shall be construed to include such Person’s successors and assignsassigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (iiiii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Loan Credit Document, shall be construed to refer to such Loan Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) references herein to any Section, Appendix, Schedule or Exhibit the word “incur” (and its correlatives) shall be construed to a Sectionmean incur, an Appendixcreate, a Schedule issue, assume, become liable in respect of or an Exhibitsuffer to exist, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law the words “asset” and “property” shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statementhave the same meaning and effect and to refer to any and all tangible and intangible assets and properties, term or matter including Cash, securities, accounts and contract rights, and (vi) any certification hereunder required to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather be given by a corporate officer shall be deemed to refer to all other items or matters that fall within be made on behalf of the broadest possible scope applicable Credit Party and not in the individual capacity of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment officer.
(b) In the computation of periods of time from a specified date to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g)later specified date, the provisos set forth in word “from” means “from and including”; the definition of Interest Period, or, words “to” and “until” each mean “to but excluding”; and the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended word “through” means “to the next succeeding Business Dayand including.”
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as Modified from time to time amended, supplemented or otherwise modified (subject to any restrictions on such Modifications amendments, supplements or modifications set forth herein or in any other Loan Documentherein), (iib) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Loan Documentimport, shall be construed to refer to such Loan Document this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not proceeds thereof, (iv) references herein to any Section, Appendix, Schedule such Refinancing Revolving Commitments or Exhibit Refinancing Revolving Commitments or Refinancing Term Loans shall be to a Section, an Appendix, a Schedule the sole Class of Commitments or an ExhibitTerm Loans, as the case may be, hereof unless otherwise specifically provided and outstanding under this Agreement. In the event any Refinancing Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (v) in each case, disregarding any reference to any law shall include all statutory and regulatory provisions consolidatingdifferences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), amendingsuch Refinancing Term Loans may, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein at the election of the word “include” Borrower, be treated as a single Class with such outstanding Term Loans or “including”such Incremental Term Loans or Extended/Modified Term Loans, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to and the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as scheduled Installments set forth in Section 2.16(e2.11 with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Refinancing Term Loans.
(c) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, as applicable, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless (i) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection therewith, (ii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated and the Borrower shall make any prepayment or deposit required to be made under Section 2.13(e) as a result thereof and shall pay all interest on the amounts prepaid and all fees accrued on the Revolving Commitments (it being understood, however, that any Letters of Credit may continue to be outstanding under the Refinancing Revolving Commitments, in each case on terms agreed by each applicable Issuing Bank and specified in the applicable Refinancing Facility Agreement) and (g)iii) in the case of any Refinancing Term Loan Commitments, (A) substantially concurrently with the effectiveness thereof, the provisos set forth Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings, any original issue discount or upfront fees applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such refinancing) and (B) any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent Installments to be made pursuant to Section 2.11 with respect to Term Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the definition case of Interest Perioda prepayment of Eurodollar Rate Term Borrowings, orshall be subject to Section 2.17(c). Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the extent provided provisions of this Section 2.25, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in any Modification the applicable regulations of a the Board of Governors or other applicable law. Each such policy of insurance maintained by or on behalf of the Credit DocumentParties shall (beginning on the date that is 90 days after the Closing Date (oror, as provided therein, as applicable. Whenever performance in the case of any other obligation or agreement is required on such policy of insurance maintained by any Credit Party that becomes a day that is not Subsidiary as a Business Dayresult of the Versum Merger, the date that is 45 days after the date of the consummation of the Versum Merger) (or, in each case, on such later date as the Administrative Agent may agree to in writing)) (a) in the case of liability insurance policies (other than workers’ compensation and other policies for which such performance shall be extended endorsements are not customary), name the Collateral Agent, for the benefit of the Secured Parties, as an additional insured thereunder and (b) in the case of business interruption and casualty insurance policies, contain a mortgagee and a lender’s loss payable endorsement, reasonably satisfactory in form and substance to the next succeeding Business DayCollateral Agent, that names the Collateral Agent, for the benefit of the Secured Parties, as a mortgagee and lender loss payee thereunder, contain “not coinsurer” and “non-vitiation” provisions reasonably satisfactory in form and substance to the Collateral Agent and provide that it shall not be cancelled or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ (or such shorter number of days as may be agreed to by the Collateral Agent or as may be the maximum number of days permitted by applicable law) prior written notice thereof by the insurer to the Collateral Agent.
Appears in 1 contract
Interpretation, etc. Any With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein maydefined, unless and whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
(b) References herein to any Article, Section, Schedule or Exhibit shall be to an Article, Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise requiresspecifically provided.
(c) The words “include”, “includes”, “including” and words of similar import shall be used deemed to be followed by the phrase “without limitation”.
(d) The word “will” shall be construed to have the same meaning and effect as the word “shall”.
(e) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
(f) To the fullest extent permitted by law and notwithstanding any other provision in this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting any other Person or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other different standard.
(g) A Default is “continuing” or “exists” if it has not been remedied or waived and an Event of Default is “continuing” or “exists” if it has not been remedied or waived.
(h) Section headings herein and in the singular other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or the plural, depending on the reference. any other Loan Document.
(i) Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein (including any Organizational Documentthe Loan Documents) shall be construed as referring deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such agreementamendments, instrument or restatements, extensions, supplements and other document as Modified from time to time (subject to modifications are not prohibited by any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s heirs, legal representatives, executors, successors and permitted assigns, (iii) the words “hereof”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety this Agreement as a whole and not to any particular provision thereofhereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of , (v) the word words “includeasset” or and “including”, when following any general statement, term or matter, property” shall not be construed to limit such statement, term or matter to have the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementtangible and intangible assets and properties, term or matter. The terms lease including cash, securities, accounts and license shall include sub-lease and sub-licensecontract rights, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e(vi) and (g), the provisos set forth in the definition of Interest Period, or, to the extent provided in any Modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.the
Appears in 1 contract
Samples: Credit Agreement (Greystone Housing Impact Investors LP)
