Recitals and Interpretation Sample Clauses

Recitals and Interpretation. 1.1 The recitals to this Agreement and the appendices thereto constitute an integral part thereof. In any instance of a contradiction between this Agreement and any of the appendices thereto, the provisions of this Agreement shall prevail.
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Recitals and Interpretation. 1.1 The recitals and appendices hereto constitute an integral part hereof.
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Recitals and Interpretation. Contractor acknowledges the following facts and agrees that this Contract will be executed and interpreted with regard thereto: Buyer is a nonprofit university and therefore does not accept risks that normally would be acceptable to a commercial enterprise. This Contract shall not be modified, supplemented, qualified or interpreted by any usage of trade unless actually known to the personnel of Buyer who are involved in this Contract. Indemnity and Waiver. Contractor agrees to forever indemnify, defend and hold Willamette harmless from and against, and to waive any and all claims against Willamette for, any and all claims, suits and demands of liability loss or damage whatsoever, including attorneys' fees, whether direct or consequential, on account of: (1) any loss, injury, death or damage to any person or property (including without limitation all agents and employees of Contractor and Willamette and all property owned by, leased to or used by either Contractor or Willamette, or both) or (2) any loss or damage to business or reputation or privacy of any person, arising in whole or in part in any way from, connected to, or related to Contractor's performance, and regardless of whether such loss, injury, death or damage to person or property results in whole or in part from (a) the negligence or omission of Willamette, (b) any product liability of Willamette or any person, or (c) any strict liability of Willamette or any person. There are excluded from the above indemnity and waiver provisions any such claims, suits and demands of liability, loss or damage resulting solely from Willamette's gross recklessness, negligence, or willful intent to injure. As used in this indemnity and waiver provision, and for purposes of Contractor's insurance, "Willamette" shall be deemed to include Willamette University, its Trustees, Directors, officers, employees, faculty, students, agents, affiliated organizations and their insurance carriers, if any. Contractor, at its expense, shall further defend, indemnify and hold harmless the University, its trustees, officers, employees, agents, and students from and against any and all claims and demands which may be made to the extent that it is based on a claim that any Services furnished hereunder infringed a patent, copyright, trademark, service xxxx, trade secret, or other legally protected proprietary right. Contractor shall pay all costs, fees, and damages which may be incurred by University for any such claim or action or ...
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Recitals and Interpretation. The recitals herein are accurate, true and form part of this Agreement.
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Recitals and Interpretation 
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Related to Recitals and Interpretation

  • Definition and Interpretation 1.1 Except as otherwise defined in the terms or context hereof, the following terms in this Agreement shall have the following meanings:

  • Definitions and Interpretation 1.1 In this Agreement:

  • Construction and Interpretation Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be more strictly construed against the party that itself, or through its agent, prepared the same, and it is expressly agreed and acknowledged that Company and Executive and each of his and its representatives, legal and otherwise, have participated in the preparation hereof.

  • Headings and Interpretation Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

  • Defined Terms and Interpretation 1.1 In this Agreement, save where the context requires otherwise, the following words, terms and expressions shall have the following meanings: 1998 Act means the Data Protection Act 1998. 2000 Act means the Freedom of Information Act 2000. 2004 Regulations means the Environmental Information Regulations 2004.

  • Definitions and Interpretations The terms "specifically approved at least annually," "vote of a majority of the outstanding voting securities," "assignment," "affiliated person," and "interested person," when used in this Agreement, shall have the respective meanings specified, and shall be construed in a manner consistent with, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, or the Securities Exchange Act of 1934 (collectively, the "Federal Securities Acts") shall be resolved by reference to such term or provision of the Federal Securities Acts and to interpretations thereof, if any, by United States federal courts or, in the absence of any controlling decisions of any such court, by rules or regulations of the Securities and Exchange Commission. Where the effect of a requirement of the Federal Securities Acts reflected in any provision of this Agreement is revised by rule or regulation of the Securities and Exchange Commission, such provisions shall be deemed to incorporate the effect of such rule or regulation.

  • Captions and Interpretation Captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in those captions shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. The language in all parts to this Agreement, in all cases, shall be construed in accordance with the fair meaning of that language as if that language was prepared by all parties and not strictly for or against any party.

  • Other Definitional and Interpretative Provisions The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. 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 have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. 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. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

  • Conflicts and Interpretation In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.

  • Accounting Procedures and Interpretation Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

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