Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, the following rules of interpretation shall will apply: :
(a) when calculating the period of time before whicha reference is made in this Agreement to an Article, within which Section, subsection, Exhibit, Annex, Schedule or following which any act Recitals, such reference is to be done an Article, Section or step takenSubsection of, an Exhibit, Annex or Schedule or the date that is the reference date in beginning the calculation of such period shall be excluded (for exampleRecitals to, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; this Agreement unless otherwise indicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any reference to gender shall include all genders, and words imparting way the singular number only shall include the plural and vice versa; meaning or interpretation of this Agreement;
(c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any words “Article”, include,” “Section”, “Scheduleincludes” or “Exhibitincluding” (or similar terms) are deemed to be followed by the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; words “without limitation”;
(d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ;
(fe) the word “includingor” and is not limiting or exclusive;
(f) any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the gender-specific or similar items or matters immediately following it; reference in this Agreement include all genders;
(g) all references the definitions contained in this Agreement are applicable to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; the other grammatical forms of such terms;
(h) each Party has a reference to any legislation or to any provision of any legislation will include any modification, amendment or re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation;
(i) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day;
(j) references to a Person are also to its permitted successors and assigns;
(k) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof;
(l) the contents of the Seller Disclosure Schedule and the other Schedules, Exhibits and Annexes to this Agreement form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto;
(m) no parol evidence will be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence;
(n) although the same or similar subject matters may be addressed in different provisions of this Agreement, which the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each Party acknowledges is the result such provision will be read separately, be given independent significance and not be construed as limiting any other provision of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to (whether or not more general or more specific in scope, substance or content);
(o) the effect that any ambiguity doctrine of election of remedies will not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a document be construed against court considering this Agreement or the drafterTransactions; and
(ip) the language used Any dollar thresholds indicated in this Agreement shall will not be an admission or reflective of what is or may be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partymaterial or a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for For purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all All references in this Agreement to any “Article”Exhibits, “Section”Schedules, “Schedule” or “Exhibit” are Articles, Sections, subsections and other subdivisions refer to the corresponding ArticleExhibits, SectionSchedules, Disclosure Schedule or Exhibit Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) and shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, disregarded in construing the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) language hereof. The words such as “this Agreement,” “herein”, ,” “hereinafter”, hereby,” “hereof”, “heretohereunder” and “hereunderhereof,” and words of similar import, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the Article, Section, subsection or other subdivision unless expressly so limited. The word “including” and any variation thereof (in its various forms) means “including without limitation. Unless expressly provided to the contrary, the word “or” is not exclusive. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall not be construed to limit state and include any general statement that it follows to other gender, and words, terms and titles (including terms defined herein) in the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder singular form shall be made construed to include the plural and vice versa, unless the context otherwise requires. Except as expressly provided otherwise in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference references to any Laws law or agreement means such law or agreement as it may be amended from time to time. References to any date shall mean such date in Fort Worth, Texas and for purposes of calculating the effect that time period in which any ambiguity in a document notice or action is to be construed against the drafter; and
(i) the language used in this Agreement given or undertaken hereunder, such period shall be deemed to begin at 12:01 a.m. on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “to the extent” shall mean the degree or proportion to which a subject or other thing extends, and such phrase shall not mean simply “if.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partynext day which is a Business Day.
Appears in 2 contracts
Samples: Shareholder Agreement (Basic Energy Services, Inc.), Stockholders Agreement (Ascribe Capital LLC)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for For all purposes of this Agreement, the following rules of interpretation shall apply: except as otherwise expressly provided:
(a) when calculating Words importing the period of time before which, within which singular number or following which any act is to be done or step taken, plural number include the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event plural number and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; singular number respectively;
(b) any reference to Words importing the masculine gender shall include all genders, and words imparting the singular number only shall include the plural feminine and neuter genders and vice versa; ;
(c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, All references to any statutea given agreement, rule, regulation instrument or form (including in the definition thereof) shall be deemed to include other document are references to such statutethat agreement, ruleinstrument or other document as modified, regulation or form as amended, modified, supplemented or replaced and restated from time to time (but only if such modification, amendment, supplement or restatement is permitted pursuant hereto or pursuant to such agreement, instrument or other document);
(d) Any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions;
(e) References herein to “primarily” shall include “primarily” as well as any other standard that reflects a majority or more of the matter addressed, including “exclusively” or any similar term.
(f) References herein to “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation;”
(g) References herein to “$,” “USD” or “dollars” means lawful currency of the United States of America;
(h) Reference in this Agreement to “herein,” “hereby,” “hereof” or “hereunder,” or any similar formulation, will be deemed to refer to this Agreement;
(i) Unless otherwise indicated, all references to time of day refer to Eastern Standard Time or Eastern Daylight Savings Time, as in effect in New York, New York on such day. For purposes of the computation of a period of time under this Agreement, (i) the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and (ii)(A) the day of the act, event or default from which the designated period of time begins to run will be included, unless such period of time is denominated in Business Days and the day of the act, event or default is not a Business Day, in which event the period will begin on the next day that is a Business Day, and (B) the last day of the period so computed will not be included;
(j) Subject to any applicable restrictions on assignment or other transfer in a Transaction Document, any references to a Person in such Transaction Document shall be deemed to be references to such Person’s successors, permitted transferees and permitted assigns from and after the effective date of the relevant succession, transfer or assignment;
(k) The use of the term “shall,” “will” or “must” indicates a mandatory action and the use of the term “may” indicates a permissive action;
(l) In the event of any conflict between the general terms and conditions of this Agreement and the specific terms and conditions which have been mutually agreed to by the parties in a Transaction Document, the terms and conditions contained in the Transaction Document shall prevail; and
(m) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the case event an ambiguity or question of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation intent or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequentlyinterpretation arises, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement shall be deemed to be the language chosen as jointly drafted by the Parties hereto to express their mutual intent, and no rule presumption or burden of strict construction proof shall be applied against arise favoring or disfavoring any Partyparty by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (Hughes Satellite Systems Corp)
Other Definitional and Interpretive Matters. (a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.
(b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents.
(c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws that date of the following month or year corresponding to the effect starting date; provided, however, that any ambiguity in a document be construed against if no corresponding date exists, the drafter; and
(i) the language used in this Agreement measure shall be deemed that date of the following month or year corresponding to be the language chosen by next day following the Parties hereto to express their mutual intentstarting date. For example, one month following February 18th is March 18th, and no rule of strict construction shall be applied against any Partyone month following March 31 is May 1.
Appears in 2 contracts
Samples: Stock Purchase Agreement (JELD-WEN Holding, Inc.), Stock Purchase Agreement (JELD-WEN Holding, Inc.)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, the following rules of interpretation shall will apply: :
(a) when calculating the period of time before whicha reference is made in this Agreement to an Article, within which Section, subsection, Exhibit, Annex, Schedule or following which any act Recitals, such reference is to be done an Article, Section or step takenSubsection of, an Exhibit, Annex or Schedule or the date that is the reference date in beginning the calculation of such period shall be excluded (for exampleRecitals to, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; this Agreement unless otherwise indicated;
(b) the headings for this Agreement are for reference purposes only and do not affect in any reference to gender shall include all genders, and words imparting way the singular number only shall include the plural and vice versa; meaning or interpretation of this Agreement;
(c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any words “Article”, include,” “Section”, “Scheduleincludes” or “Exhibitincluding” (or similar terms) are deemed to be followed by the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; words “without limitation”;
(d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ;
(fe) the word “includingor” and is not limiting or exclusive;
(f) if any variation thereof means “including without limitation” and shall action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be construed to limit any general statement that it follows to taken on the specific or similar items or matters immediately next Business Day following it; such day;
(g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement, which each Party acknowledges is the result of extensive negotiations among Agreement will be construed as if drafted jointly by the Parties, and consequently, no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement shall nor any course of performance or course of dealing will be interpreted without reference to any Laws to used in the effect that any ambiguity in a document be construed against the drafterinterpretation or construction hereof; and
(ih) the language used in contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement shall and any reference to “this Agreement” will be deemed to be include the language chosen by the Parties hereto to express their mutual intentSchedules, Exhibits and no rule of strict construction shall be applied against any PartyAnnexes hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: :
(a) when When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; .
(b) Any reference in this Agreement to $ shall mean U.S. dollars.
(c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement.
(d) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; .
(ce) the The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all Agreement. All references in this Agreement to any “Article”, “Section”, “Schedule” or “ExhibitSection” are to the corresponding Article, Section, Disclosure Schedule Article or Exhibit Section of or to this Agreement; (d) Agreement unless otherwise specified, references to any statute, rule, regulation or form .
(including in the definition thereoff) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) The words such as “herein”, ,” “hereinafter”, ,” “hereof”, “hereto,” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) a subdivision in which such words appear unless the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partycontext otherwise requires.
Appears in 1 contract
Samples: Merger Agreement (Deluxe Corp)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, the following rules of interpretation shall apply: :
(a) when When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; .
(b) Any reference in this Agreement to $ shall mean U.S. dollars. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission.
(c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
(d) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; .
(ce) the The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all Agreement. All references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit Section of or to this Agreement; (d) Agreement unless otherwise specified, references .
(f) Any reference in this Agreement to any statute, rule, regulation or form (including in the definition thereof) Law shall be deemed mean such Law as amended to date and shall include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any all rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; thereunder.
(eg) The words such as “herein”, ,” “hereinafter”, ,” “hereof”, “hereto,” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) a subdivision in which such words appear unless the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partycontext otherwise requires.
Appears in 1 contract
Samples: Purchase Agreement (TransUnion)
Other Definitional and Interpretive Matters. (a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) all references to Sections refer to the Sections of this Agreement, all references to Disclosure Schedules refer to the Disclosure Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits and Annexes refer to the Exhibits and Annexes attached to this Agreement, each of which is made a part of this Agreement for all purposes, (v) each reference to “herein” means a reference to “in this Agreement,” (vi) each reference to “$” or “dollars” shall be to United States dollars, (vii) each reference to “days” shall be to calendar days, (viii) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time and (ix) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.
(b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party hereto irrespective of which Party caused such provisions to be drafted. Each of the Parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents.
(c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws that date of the following month or year corresponding to the effect starting date; provided, however, that any ambiguity in a document be construed against if no corresponding date exists, the drafter; and
(i) the language used in this Agreement measure shall be deemed that date of the following month or year corresponding to be the language chosen by next day following the Parties hereto to express their mutual intentstarting date. For example, one month following February 18th is March 18th, and no rule of strict construction shall be applied against any Partyone month following March 31 is May 1.
Appears in 1 contract
Samples: Interest Purchase Agreement (NewStar Financial, Inc.)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of As used in this Agreement, except to the following rules of interpretation shall apply: extent that the context otherwise requires:
(a) when calculating the period of time before which, within which or following which any act a reference is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references made in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated, and the contents of the Disclosure Schedule or Exhibit and the other Schedules form an integral part of or this Agreement and any reference to “this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) ” shall be deemed to include references the Schedules;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time be followed by the words “without limitation”;
(and, in d) the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ;
(e) any reference in this Agreement to gender shall include all genders, and the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(f) the word “including” any reference herein to any statute shall also be deemed to refer to all rules and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; regulations promulgated thereunder;
(g) all references if any action is to currencybe taken by any Party hereto pursuant to this Agreement on a day that is not a Business Day, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder such action shall be made in United States dollars; taken on the next Business Day following such day;
(h) each Party unless indicated otherwise, mathematical calculations contemplated hereby will be made to four digits, but payments will be rounded to the nearest whole cent, after aggregating all payments due to or owed by a Person;
(i) references to a Person are also to its permitted successors and assigns;
(j) documents or other information and materials shall be deemed to have been “made available” by Seller if and only if Seller has participated posted such documents and information and other materials to the online data room at least 48 hours prior to the execution and delivery of this Agreement by the Parties;
(k) although the same or similar subject matters may be addressed in the drafting different provisions of this Agreement, which the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each Party acknowledges is the result such provision will be read separately, be given independent significance and not be construed as limiting any other provision of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity (whether or not more general or more specific in a document be construed against the drafter; andscope, substance or content);
(il) the language used doctrine of election of remedies will not apply in constructing or interpreting the remedies provisions of this Agreement shall be deemed to be or the language chosen by equitable power of a court considering this Agreement or the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.transactions contemplated hereby;
Appears in 1 contract
Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)
Other Definitional and Interpretive Matters. Unless (a) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
(b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. References to articles, sections, clauses, paragraphs, exhibits, annexes and schedules are to the articles, sections, clauses and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise expressly specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to the date set forth in the Preamble, unless the context requires otherwise. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided herein, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the following meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of interpretation shall apply: (a) when such date). All references to “dollars” or “$” refer to currency of the United States of America. All references to “U.S.” or the “United States” are to the United States of America, including its territories and possessions. Any reference to “days” means calendar days unless Business Days are expressly specified. When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is not a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents. Unless otherwise specified, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any words “Article”, made available to,” “Section”, “Scheduledelivered to” or “Exhibitdisclosed to” are Buyer (or words of similar import) means the documents (x) posted to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “heretodata rooms” and online “hereunderdata sites” refer maintained by or on behalf of the Company prior to 3:00 p.m. (New York City time) on the date of this Agreement or, if requested thereafter by Buyer or its Representatives, provided directly to representatives of the Buyer via electronic mail, or (y) included as a whole an exhibit to the Seller SEC Reports filed with, or furnished to, the SEC by Seller and not merely publicly available prior to any particular provision the date of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.
Appears in 1 contract
Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, the following rules of interpretation shall will apply: :
(a) when calculating the period of time before whicha reference is made in this Agreement to an Article, within which Section, subsection, Exhibit, Annex, Schedule or following which any act Recitals, such reference is to be done an Article, Section or step takenSubsection of, an Exhibit, Annex or Schedule or the date that is the reference date in beginning the calculation of such period shall be excluded (for exampleRecitals to, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; this Agreement unless otherwise indicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any reference to gender shall include all genders, and words imparting way the singular number only shall include the plural and vice versa; meaning or interpretation of this Agreement;
(c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any words “Article”, include,” “Section”, “Scheduleincludes” or “Exhibitincluding” (or similar terms) are deemed to be followed by the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; words “without limitation”;
(d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ;
(fe) the word “includingor” and is not limiting or exclusive;
(f) any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the gender-specific or similar items or matters immediately following it; reference in this Agreement include all genders;
(g) all references the definitions contained in this Agreement are applicable to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; the other grammatical forms of such terms;
(h) each Party has a reference to any legislation or to any provision of any legislation will include any modification, amendment or re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation;
(i) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action will be taken on the next Business Day following such day;
(j) references to a Person are also to its permitted successors and assigns;
(k) “ordinary course of business” (or similar terms) will be deemed followed by “consistent with past practice (including with respect to quantity or frequency)”;
(l) the Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof; no prior draft of this Agreement nor any course of performance or course of dealing will be used in the interpretation or construction hereof;
(m) the contents of the Seller Disclosure Schedule (and the other Schedules), Exhibits and Annexes form an integral part of this Agreement and any reference to “this Agreement” will be deemed to include the Schedules, Exhibits and Annexes hereto;
(n) no parol evidence will be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence;
(o) although the same or similar subject matters may be addressed in different provisions of this Agreement, which the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each Party acknowledges is the result such provision will be read separately, be given independent significance and not be construed as limiting any other provision of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to (whether or not more general or more specific in scope, substance or content);
(p) the effect that any ambiguity doctrine of election of remedies will not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a document be construed against court considering this Agreement or the drafterTransactions; and
(iq) the language used Any dollar thresholds indicated in this Agreement shall will not be an admission or reflective of what is or may be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partymaterial or a Material Adverse Effect.
Appears in 1 contract
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of (a) As used in this Agreement, except to the following rules of interpretation shall apply: extent that the context otherwise requires, references:
(ai) when calculating to the period of time before whichRecitals, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and Sections, Exhibits or Schedules, are references to the insertion of headings are for convenience of reference only and shall not affect Recital, Article or be utilized in construing Section of, or interpreting Exhibit or Schedule to, this Agreement and all references in this Agreement unless otherwise indicated;
(ii) to any “Article”agreement (including this Agreement), “Section”Contract, “Schedule” statute or “Exhibit” are regulation are, unless specified otherwise, to the corresponding Articleagreement, SectionContract, Disclosure Schedule statute or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (andtime, in the case and to any section of any statute, include statute or regulation are to any successor to the section and all rules and regulations promulgated under such the statute);
(iii) to this Agreement are to this Agreement and the Exhibits and Schedules to it, taken as a whole;
(iv) to a Person, include that Person and the permitted successors and assigns of that Person; and
(v) to gender, shall include all genders, and all references the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
(b) The headings for this Agreement are for reference purposes only and do not limit or otherwise affect any Section of any statutethe provisions of this Agreement.
(c) Whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, rule, regulation or form include any successor they are deemed to such section; be followed by the words “without limitation.”
(ed) Whenever the words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and or “hereunder” (or similar terms) are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not merely to any particular specific provision of this Agreement; .
(e) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.
(f) If any action is to be taken by any Party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately next Business Day following it; such day.
(g) all references It is understood and agreed that neither the specifications of any dollar amount in this Agreement nor the inclusion of any specific item in the Schedules or Exhibits is intended to currencyimply that such amounts or higher or lower amounts, monetary values or the items so included or other items, are or are not material, and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made no Party will use the fact of setting of such amounts or the fact of the inclusion of such item in United States dollars; the Schedules or Exhibits in any dispute or controversy between or among the Parties as to whether any obligation, item or matter is or is not material for purposes hereof.
(h) each Party has participated No prior draft of this Agreement nor any course of performance or course of dealing will be used in the drafting interpretation or construction hereof. No parol evidence will be introduced in the construction or interpretation of this AgreementAgreement unless the ambiguity or uncertainty in issue is plainly discernible from a reading of this Agreement without consideration of any extrinsic evidence.
(i) The Parties have participated jointly in the negotiation and drafting hereof; if any ambiguity or question of intent or interpretation arises, which each Party acknowledges is the result of extensive negotiations among this Agreement will be construed as if drafted jointly by the Parties, and consequently, this Agreement shall be interpreted without reference to no presumption or burden of proof will arise favoring or disfavoring any Laws to Party by virtue of the effect that authorship of any ambiguity in a document be construed against the drafter; andprovision hereof.
(ij) the language used in this Agreement shall All references to “$” or “dollars” herein will be deemed to be references to lawful currency of the language chosen by United States of America.
(k) Unless otherwise defined in this Agreement, accounting terms will have the Parties hereto respective meanings assigned to express their mutual intent, and no rule them in accordance with GAAP consistently applied with the financial statements of strict construction shall be applied against any Partythe Company.
Appears in 1 contract
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: :
(a) when When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; .
(b) Any reference in this Agreement to $ shall mean U.S. dollars.
(c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
(d) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; .
(ce) the The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all Agreement. All references in this Agreement to any “Article”, “Section”, “Schedule” or “ExhibitSection” are to the corresponding Article, Section, Disclosure Schedule Article or Exhibit Section of or to this Agreement; (d) Agreement unless otherwise specified, references to any statute, rule, regulation or form .
(including in the definition thereoff) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) The words such as “herein”, ,” “hereinafter”, ,” “hereof”, “hereto,” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) a subdivision in which such words appear unless the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Partycontext otherwise requires.
Appears in 1 contract
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
and (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Merit Medical Systems Inc)
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (a) when When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning calculating such a period or is the calculation first date of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; .
(b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) The words such as “"herein”, “," "hereinafter”, “," "hereof”, “," "hereto” " and “"hereunder” " refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.
(c) Wherever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limiting the foregoing in any respect."
(d) Unless otherwise specified, any reference in this Agreement to any particular provision time of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein day shall mean United States the local time in Port Louis, Mauritius on the particular day.
(U.S.e) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has The Parties have participated jointly in the negotiation and drafting of this AgreementAgreement and, which each Party acknowledges is in the result event an ambiguity or question of extensive negotiations among the Parties, and consequentlyintent or interpretation arises, this Agreement shall be interpreted without reference to construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Laws Party by virtue of the authorship of any provision of this Agreement.
(f) If a Closing does not occur, each provision of this Agreement which presumes that Swala has acquired the Investment Shares that are the subject of such Closing shall be construed as having been contingent on such Closing having occurred.
(g) Except as specifically provided herein, if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit, the provisions of the body of this Agreement shall prevail to the effect that any ambiguity in a document be construed against extent of the drafter; andconflict.
(ih) the language used in this Agreement An item arising with respect to a specific representation or warranty shall be deemed to be "reflected on" or "set forth in" any financial statements, to the language chosen by extent any such phrase appears in such representation or warranty, if: (i) there is a reserve, accrual or other similar item underlying a number on such financial statements that related to the Parties hereto to express their mutual intentsubject matter of such representation, and no rule of strict construction shall be applied against (ii) such item is otherwise specifically set forth on any Partyfinancial statements, or (iii) such item is specifically set forth in the notes thereto.
Appears in 1 contract
Samples: Investment Agreement
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (a) when . When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any . The use of “Affiliates” and “Subsidiaries” shall be deemed to be followed by the words “as such entities exist as of the relevant date of determination”. Any reference in this Agreement to Dollars or $ shall mean U.S. dollars unless otherwise indicated. The Annex and Exhibits to this Agreement and the Company Disclosure Schedule and Parent Disclosure Schedule are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all Agreement. All references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit Section of or to this Agreement; (d) Agreement unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) . The words such as “herein”, ,” “hereinafter”, ,” “hereof”, “hereto,” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) a subdivision in which such words appear unless the context otherwise requires. The word “including” and or any variation thereof means “including including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all . The word “or” is not exclusive, unless the context otherwise requires. The terms “ordinary course” or “ordinary course of business” shall mean “ordinary course of business consistent with past practice”. All references herein as to any time of day shall be references to currencyEastern Time unless otherwise expressly specified. Whenever the phrase “made available” or “delivered” by the Company to Parent and/or Merger Sub is used in reference to a document, monetary values and dollars set forth herein it shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated the document available for viewing in the drafting “Project Saturday” electronic data room hosted by “Bxx.xxx”, as that site existed as of 5:00 p.m. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference . An item arising with respect to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the language chosen by extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item on such balance sheet or financial statements that specifically identifies the Parties hereto to express their mutual intentapplicable amount related to, and no rule of strict construction shall be applied against any Partythe subject matter of, such representation, or (B) such item and the amount thereof is otherwise specifically identified on the balance sheet or financial statements.
Appears in 1 contract
Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of As used in this Agreement, except to the following rules of interpretation shall apply: extent that the context otherwise requires:
(a) when calculating the period of time before which, within which or following which any act a reference is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references made in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding an Article, Section, Disclosure Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or Exhibit interpretation of or to this Agreement; ;
(c) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “hereof,” “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; ;
(e) any reference in this Agreement to gender shall include all genders, and the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(f) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately next Business Day following it; such day;
(g) all references to currency, monetary values a Person are also to its permitted successors and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; assigns;
(h) each Party has participated in the drafting “ordinary course of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement business” (or similar terms) shall be interpreted without reference deemed followed by “consistent with past practice (in quantity and frequency)”;
(i) all acts and proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously, and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any Laws documents executed or delivered until all have taken, executed and delivered;
(j) references to Seller’s “knowledge” (and words of similar import) mean the effect that any ambiguity in a document be construed against actual knowledge, after due inquiry and reasonable investigation, of the drafterindividuals listed on Section 1.3(j) of the Seller Disclosure Schedule; and
(ik) references to Buyer’s “knowledge” (and words of similar import) mean the language used in this Agreement shall be deemed to be actual knowledge of the language chosen by individuals listed on Section 1.3(k) of the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any PartySeller Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (Transaction Systems Architects Inc)
Other Definitional and Interpretive Matters. (a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Articles and Sections refer to the Articles and Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time prior to the date of this Agreement and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term set forth in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1.
(b) Any matter set forth in any section of the Disclosure Schedule shall be deemed set forth in all other sections of the Disclosure Schedule so long as the relevance of such matter to such other section of the Disclosure Schedule is reasonably apparent on its face. The inclusion of any information (including dollar amounts) in any section of the Disclosure Schedule shall not be deemed to be an admission or acknowledgment by any party that such information is required to be listed in such section of the Disclosure Schedule or is material to or outside the ordinary course of the business of the Company, its Subsidiaries or Parent or Merger Sub, as the case may be. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. In addition, the Company may include in the Disclosure Schedule disclosure with respect to items that would not have a Material Adverse Effect within the meaning of such term, and any such inclusion shall not be deemed to be an acknowledgement by the Company that such items, or any of them, would have a Material Adverse Effect or further change, amend or define the meaning of the term “Material Adverse Effect” for purposes of this Agreement. The information contained in this Agreement, the Exhibits hereto and the Disclosure Schedule is disclosed solely for purposes of this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which and no information contained herein or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means “including without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and
(i) the language used in this Agreement therein shall be deemed to be the language chosen an admission by the Parties any party hereto to express their mutual intent, and no rule any third party of strict construction any matter whatsoever (including any violation of Law or breach of contract).
(c) The provisions of this Agreement shall be applied construed according to their fair meaning and neither for nor against any Partyparty hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents.
Appears in 1 contract
Samples: Merger Agreement (Nordson Corp)
