Other Rules of Interpretation. (1) Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, the Parties agree that (i) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (ii) references to an “Article”, “Section”, “clause” or “Schedule” followed by a number or letter refer to the specified Article, Section or clause of or Schedule to this Agreement; (iii) headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement (iv) where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”; (v) all references to “ounces” as a measure of mass in this Agreement are to xxxx ounces; (vi) the language used in this Agreement is the language chosen by the Parties to express their mutual intent; (vii) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (viii) a reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time; (ix) except where the context otherwise requires, all references to agreements (including this Agreement) and other contractual instruments shall be deemed to be a reference to such agreement or instrument as it may be amended, modified, restated, amended and restated, supplemented or extended from time to time; (x) time is of the essence in the performance of the Parties’ respective obligations under this Agreement; (xi) all statements or references to dollar amounts in this Agreement are to US dollars; (xii) any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement; (xiii) references to “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; and (xiv) certain amounts and figures are subject to adjustment in accordance with Clause 2A.2.
Appears in 1 contract
Samples: Silver Purchase Agreement (Metals Acquisition Corp)
Other Rules of Interpretation. (1) Except For all purposes of this Agreement, except as may be otherwise specifically expressly provided in this Agreement and herein or unless the context otherwise requires, the Parties agree that :
(ia) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer any reference to this Agreement in its entirety and not to any particular provision hereof; (ii) references to an a designated “Article”, “Section”, “clausesection” or other subdivision or to a “Schedule” followed by a number or letter refer is to the specified designated Article, Section section or clause other subdivision of or Schedule to this Agreement; ;
(iiib) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision of or Schedule to this Agreement;
(c) the headings of Articles and Sections are inserted for convenience of reference only and shall do not affect the construction or interpretation form part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(ivd) where the word “including” is not to be construed to limit a general statement, term or “includes” is used in this Agreementmatter to the items set forth following such word but rather refers to all other items or matters that could reasonably fall within the scope of such general statement, it means “including without limitation” term or “includes without limitation”; matter;
(ve) all references accounting terms not otherwise defined herein have the meanings assigned to “ounces” as a measure of mass in this Agreement them by, and all calculations to be made hereunder are to xxxx ounces; be made in accordance with, Canadian GAAP as it may exist from time to time;
(vif) the language used in this Agreement is the language chosen by the Parties to express their mutual intent; (vii) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (viii) a reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any is a reference to such statute or any such regulation and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time; , and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations;
(ixg) except where the context otherwise requires, all references any reference to agreements (including this Agreement) and other contractual instruments shall be deemed to be an entity is also a reference to any entity that is a successor to such agreement or instrument as it may be amendedentity, modified, restated, amended provided that all restrictions on assignability and restated, supplemented or extended from time to time; transfer set forth herein are complied with;
(x) time is of the essence in the performance of the Parties’ respective obligations under this Agreement; (xi) all statements or references to dollar amounts in this Agreement are to US dollars; (xiih) any rule reference to an “approval”, “authorization” or “consent” of construction to a party means the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation written approval, written authorization or written consent of this Agreementsuch party; (xiii) references to “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; and (xiv) certain amounts and figures are subject to adjustment in accordance with Clause 2A.2.and
Appears in 1 contract
Samples: Limited Partnership Agreement (Avis Budget Group, Inc.)
Other Rules of Interpretation. (1) Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, the Parties agree that (i) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (ii) references to an “Article”, “Section”, “clause” or “Schedule” followed by a number or letter refer to the specified Article, Section or clause of or Schedule to this Agreement; (iii) headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement (iv) where the word “including” or “includes” is used in In this Agreement, it means “including without limitation” or “includes without limitation”; unless a contrary intention appears:
(v) all references to “ounces” as a measure of mass in this Agreement are to xxxx ounces; (vi) the language used in this Agreement is the language chosen by the Parties to express their mutual intent; (vii) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (viiia) a reference to a statute includes all regulations made pursuant to and rules promulgated under such statute andany person is, unless otherwise specifiedwhere relevant, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time; (ix) except where the context otherwise requires, all references to agreements (including this Agreement) and other contractual instruments shall be deemed to be a reference to such or to include, as appropriate, that person's successors and permitted assignees or transferees;
(b) references to clauses and schedules are references to, respectively, clauses of and schedules to this Agreement and references to this Agreement include its schedules;
(c) a reference to (or to any specified provision of) any agreement or instrument document is to be construed as a reference to that agreement or document (or that provision) as it may be amended, modified, restated, amended and restated, supplemented or extended from time to time; (x) time , but excluding for this purpose any amendment which is contrary to any provision of the essence in Intercreditor Deed or the performance Priority Deed;
(d) a reference to a statute, statutory instrument or accounting standard or any provision thereof is to be construed as a reference to that statute, statutory instrument or accounting standard or such provision thereof, as it may be amended or re-enacted from time to time;
(e) the table of contents of and the Parties’ respective obligations under this Agreement; (xi) all statements or references to dollar amounts headings in this Agreement are to US dollars; (xii) any rule of construction to the effect that any ambiguity is inserted for convenience only and are to be resolved against the drafting Party shall not be applicable ignored in the interpretation of construing this Agreement; and
(xiiif) references words importing the plural shall include the singular and vice versa. IN WITNESS whereof this Agreement has been entered into the day and year first above written. This Bond Certificate is issued in respect of €1,164,519,839 in aggregate principal amount of the €1,164,519,839 Bonds due 30 June 2026, each in the denomination of €1 (the "Bonds") of FIMEP S.A. (the "Issuer"). Any reference herein to “indebtedness” includes the " Conditions" is to the terms and conditions of the Bonds endorsed hereon and any obligation reference herein to a particular numbered Condition shall be construed accordingly. This is to certify that: [name of subscriber] of [address of subscriber] is the person registered in the register maintained by the Issuer in relation to the Bonds (whether incurred the "Register") as the duly registered Holder of the Bonds represented by this Bond Certificate (the " Bondholder"). Subject to the Intercreditor Deed and the Priority Deed (each as defined in the Conditions), the Issuer, for value received, promises, all in accordance with the Conditions, to pay to the Bondholder, and the Bondholder is entitled to receive, the principal sum of: on such date or dates as surety) for the same may become due and payable in accordance with the Conditions, together with interest on such principal sum at the times and the rate specified in the Conditions. This Bond Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration in the Register and only the Bondholder is entitled to payment or repayment in respect of money, whether present or future, actual or contingent; this Bond Certificate. Transfers of these Bonds and (xiv) certain amounts and figures registration of any transfer of this Bond Certificate are subject to adjustment the Conditions. As witness the manual signature of an authorised signatory of the Issuer. FIMEP S.A. Issued on: [•] 2003 By (authorised signatory) 5 FORM OF TRANSFER For value received, we, [name of registered Holder], being the registered Holder of the Bond(s) represented by this Bond Certificate (the "Transferor"), hereby transfer to: the "Transferee" €[ • ] in accordance with Clause 2A.2.principal amount of the €1,164,519,839 Bonds due 30 June 2026 (the "Bonds") of FIMEP S.A. (the " Issuer") being [insert number of Bonds] Bonds represented by this Bond Certificate and to which this form of transfer relates, and we hereby irrevocably request and authorise the Issuer to effect the relevant transfer by means of appropriate entries in the Register relating to the Bonds. By its signature below, the Transferee acknowledges the terms and condition of the Bonds (the "Conditions"), including, without limitation, the subordination provisions contained in Condition 5 thereof. Dated: By: (duly authorised) By:
Appears in 1 contract
Samples: Subscription Agreement (Fimep Sa)
Other Rules of Interpretation. (1) Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, the Parties agree that (i) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (ii) references to an “Article”, “Section”, “clause” or “Schedule” followed by a number or letter refer to the specified Article, Section or clause of or Schedule to this Agreement; (iii) headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement (iv) where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”; (v) all references to “ouncestonnes” as a measure of mass in this Agreement are to xxxx ouncesdry metric tonnes; (vi) the language used in this Agreement is the language chosen by the Parties to express their mutual intent; (vii) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (viii) a reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time; (ix) except where the context otherwise requires, all references to agreements (including this Agreement) and other contractual instruments shall be deemed to be a reference to such agreement or instrument as it may be amended, modified, restated, amended and restated, supplemented or extended from time to time; (x) time is of the essence in the performance of the Parties’ respective obligations under this Agreement; (xi) all statements or references to dollar amounts in this Agreement are to US dollars; (xii) any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement; (xiii) references to “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; and (xiv) certain amounts and figures are subject to adjustment in accordance with Clause 2A.2.
Appears in 1 contract
Samples: Copper Purchase Agreement (Metals Acquisition Corp)
Other Rules of Interpretation. (1) Except as may be otherwise In this Agreement, unless specifically provided in this Agreement and unless otherwise or the context otherwise requires, the Parties agree that :
(ia) the terms word “Agreement”day” means calendar day, and the word “this Agreement”, “month” means calendar month;
(b) the Agreement”, words “hereto”, “hereof”, “herein”, “hereby”, ” and “hereunder” and words of similar expressions import, when used in this Agreement, shall refer to this Agreement in its entirety as a whole and not to any particular provision hereof; of this Agreement;
(iic) all references to “$” or dollars are to United States dollars;
(d) references herein to an “Article”, “Section”, “clause” or “Schedule” followed by a number or letter refer to the specified specific Article, Section or clause of Section, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Exhibits or Schedules of this Agreement; Agreement unless otherwise indicated;
(iiie) headings heading references herein and the table of Articles and Sections contents hereof are inserted for convenience of reference only purposes only, and shall not be deemed to limit or affect the construction or interpretation of this Agreement any of the provisions hereof;
(ivf) where wherever the word “includinginclude”, “includes” or “includesincluding” is used in this Agreement, it means “including without limitation” or “includes without limitation”; (v) all references to “ounces” as a measure of mass in this Agreement are to xxxx ounces; (vi) the language used in this Agreement is the language chosen by the Parties to express their mutual intent; (vii) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (viii) a reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time; (ix) except where the context otherwise requires, all references to agreements (including this Agreement) and other contractual instruments shall be deemed to be followed by the words “without limitation”;
(g) the word “or” shall include both the conjunctive and disjunctive;
(h) references to a reference specific time shall refer to the prevailing time in Port Huron, Michigan;
(i) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such agreement phrase shall not mean simply “if”;
(j) references to a Party mean the Party or instrument its successors and permitted assigns;
(k) any document or item shall be deemed “delivered”, “provided” or “made available” by Vendor within the meaning of this Agreement if such document or item is included in the “Falcon” datasite administered by Datasite LLC at least one (1) Business Days prior to the Signing Date;
(l) any statute or regulation defined or referred to herein means such statute or regulation as it may be from time to time amended, modified, restated, amended and restated, supplemented or extended modified, including by succession of comparable successor statutes or regulations; and
(m) any agreement, instrument or writing defined or referred to herein means such agreement, instrument or writing, as from time to time; (x) time is of the essence in the performance of the Parties’ respective obligations under this Agreement; (xi) all statements amended, supplemented or references to dollar amounts in this Agreement are to US dollars; (xii) any rule of construction modified prior to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement; (xiii) references to “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; and (xiv) certain amounts and figures are subject to adjustment in accordance with Clause 2A.2date hereof.
Appears in 1 contract
