Common use of Other Definitional Provisions and Interpretation Clause in Contracts

Other Definitional Provisions and Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits attached to this Agreement and the Schedules comprising the Seller Disclosure Letter are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine, or neuter gender or the singular or plural form of words in this Agreement shall not limit any provision of this Agreement. The meaning assigned to each term defined in this Agreement shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” will in all cases mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contract, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any Contract (including this Agreement), document, or instrument shall mean such Contract, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement. Reference to any statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Underlined references to Articles, Sections, clauses, Exhibits or Schedules comprising the Seller Disclosure Letter shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto,” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, or clause of, or Exhibit to this Agreement, or the Seller Disclosure Letter. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement, unless otherwise defined in such certificate or other document. Any document, list, or other item shall be deemed to have been “provided” or “made available” to Buyer for all purposes of this Agreement (other than Section 4.21(b)) if a complete and true copy of such document, list, or other item was posted in the Data Room as of 11:59 P.M. on the fifth Business Day preceding the date of this Agreement; provided, however, that no document, list, or other item shall be deemed part of the Seller Disclosure Letter unless explicitly included or listed therein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kamada LTD)

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Other Definitional Provisions and Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement and the Schedules comprising the Seller Disclosure Letter are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The Unless the context otherwise requires, as used in this Agreement, (a) the use of the masculine, feminine, feminine or neuter gender or the singular or plural form of words in this Agreement herein shall include other genders and not limit any provision of this Agreement. The , (b) the meaning assigned to each term defined in this Agreement herein shall be equally applicable to both the singular and the plural forms of such term. The , (c) the use of “including” or “include” will herein shall in all cases mean “including, without limitation” or “include, without limitation,” respectively. The , (d) the use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference , (e) references to “written” or “in writing” include in electronic form, (f) reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contractagreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference , (g) reference to any Contract agreement (including this Agreement), document, document or instrument shall mean such Contractagreement, document, document or instrument as amended amended, modified or modified supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement. Reference to any statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Underlined hereof, (h) underscored references to Articles, Sections, clauses, Exhibits or Schedules comprising the Seller Disclosure Letter shall refer to those portions of this Agreement. The , (i) the use of the terms “hereunder,” “hereof,” “hereto,” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, paragraph or clause of, or Exhibit to or Schedule to, this Agreement, (j) references to “the date hereof” and words of similar import shall refer to the date of this Agreement (as first written above), (k) references to a statute include any rules and regulations promulgated thereunder and amendments thereto, (l) references to a notice, consent or the Seller Disclosure Letterapproval to be delivered under or pursuant to this Agreement shall mean a written notice, consent or approval, and (m) references to “days” shall mean calendar days unless Business Days are expressly specified. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreementhereto, unless otherwise defined in such certificate or other document. Any document, list, or other item shall be deemed to have been “provided” or “made available” to Buyer for all purposes of this Agreement (other than Section 4.21(b)) if a complete and true copy of such document, list, or other item was posted in the Data Room as of 11:59 P.M. on the fifth Business Day preceding the date of this Agreement; provided, however, that no document, list, or other item shall be deemed part of the Seller Disclosure Letter unless explicitly included or listed therein.

Appears in 1 contract

Samples: Asset Transfer Agreement (Lordstown Motors Corp.)

Other Definitional Provisions and Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement and the Schedules comprising the Seller Disclosure Letter are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine, or neuter gender or the singular or plural form of words in this Agreement shall not limit any provision of this Agreement. The meaning assigned to each term defined in this Agreement shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” will in all cases mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contract, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any Contract (including this Agreement), document, or instrument shall mean such Contract, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement. Reference to any statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Underlined references to Articles, Sections, clauses, Exhibits or Schedules comprising the Seller Disclosure Letter shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto,” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, or clause of, or Exhibit to or Schedule to, this Agreement, or the Seller Disclosure Letter. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement, unless otherwise defined in such certificate or other document. Any document, list, or other item shall be deemed to have been “provided” or “made available” to Buyer Purchaser for all purposes of this Agreement (other than Section 4.21(b)) if a complete and true copy of such document, list, or other item was posted in the Data Room as of 11:59 P.M. prior to 5:00 p.m., Eastern Time on the fifth Business Day preceding the date of this Agreement; providedNovember 15, however, that no document, list, 2019 or other item shall be deemed part of the Seller Disclosure Letter unless explicitly included a physical or listed thereinelectronic copy thereof was delivered (including via email) to Purchaser or its Representatives.

Appears in 1 contract

Samples: Acquisition Agreement (Seaspan CORP)

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Other Definitional Provisions and Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement and the Schedules comprising the Seller Disclosure Letter are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The Unless the context otherwise requires, as used in this Agreement, (a) the use of the masculine, feminine, feminine or neuter gender or the singular or plural form of words in this Agreement herein shall include other genders and not limit any provision of this Agreement. The , (b) the meaning assigned to each term defined in this Agreement herein shall be equally applicable to both the singular and the plural forms of such term. The , (c) the use of “including”, “include” or “includeincludeswill herein shall in all cases mean “including, without limitation” or ”, “include, without limitation,” or “includes, without limitation,” respectively. The , (d) the use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference , (e) references to “written” or “in writing” include in electronic form, (f) reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contractagreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference , (g) reference to any Contract agreement (including this Agreement), document, document or instrument shall mean such Contractagreement, document, document or instrument as amended amended, modified or modified supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement. Reference to any statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Underlined hereof, (h) underscored references to Articles, Sections, clauses, Exhibits or Schedules comprising the Seller Disclosure Letter shall refer to those portions of this Agreement. The , (i) the use of the terms “hereunder,” “hereof,” “hereto,” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, paragraph or clause of, or Exhibit to or Schedule to, this Agreement, (j) references to “the date hereof” and words of similar import shall refer to the date of this Agreement (as first written above), (k) references to a statute include any rules and regulations promulgated thereunder and amendments thereto, (l) references to a notice, consent or the Seller Disclosure Letterapproval to be delivered under or pursuant to this Agreement shall mean a written notice, consent or approval, and (m) references to “days” shall mean calendar days unless Business Days are expressly specified. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreementhereto, unless otherwise defined in such certificate or other document. Any document, list, or other item shall be deemed to have been “provided” or “made available” to Buyer for all purposes of this Agreement (other than Section 4.21(b)) if a complete and true copy of such document, list, or other item was posted in the Data Room as of 11:59 P.M. on the fifth Business Day preceding the date of this Agreement; provided, however, that no document, list, or other item shall be deemed part of the Seller Disclosure Letter unless explicitly included or listed therein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lordstown Motors Corp.)

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