References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires: (i) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (ii) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement; (iii) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (iv) the words “written request” when used in this Agreement shall include email; (v) references in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein; and (vi) as described in Section 10.1, to the extent that the terms and conditions of any Schedule hereto conflict with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires:
(i) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;
(ii) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iii) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(v) references in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein; and
(vi) as described in Section 10.15.01(b), to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein; and
(vii) to the extent that this Agreement refers to the Distribution Agreement and the applicable section of the Distribution Agreement provides that such section of the Distribution Agreement shall not apply to the extent it conflicts with this Agreement, such section shall be read without regard to such exception.
Appears in 3 contracts
Samples: Tax Matters Agreement (DOVER Corp), Tax Matters Agreement (Apergy Corp), Tax Matters Agreement (Apergy Corp)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board board of Directors directors of a Party may be taken by a committee of the Board board of Directors directors of such Party if properly delegated by the Board board of Directors directors of a Party to such committee. Unless the context otherwise requires:
(ia) the words “include”, ,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;
(iib) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iiic) the words “hereof”, ,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(vd) references in this Agreement to any time shall be to New York CityStamford, New York Connecticut time unless otherwise expressly provided herein; and
(vie) as described in Section 10.1, to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Crane NXT, Co.), Separation and Distribution Agreement (Crane Co), Separation and Distribution Agreement (Crane Co)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires:
(i) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;
(ii) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iii) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(v) references in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein; and
(viv) as described in Section 10.110.2, to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Knowles Corp)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires:
(i) the words “include”, ,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation;”;
(ii) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iii) the words “hereof”, ,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(v) references in this Agreement to any time shall be to New York City, New York Eastern time unless otherwise expressly provided herein;
(v) the Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; and
(vi) as described in Section 10.1any agreement by a Party to take, or refrain from taking, any action hereunder shall be deemed to the extent that the terms and conditions of any Schedule hereto conflict with the express terms of the body of this Agreement or any Ancillary Agreement, the terms constitute an agreement by such Party to cause each member of such Schedule shall control; it being understood that the Parties intend Party’s Group to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to take, or refrain from taking, such exceptions, with respect to the matters expressly set forth thereinaction.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board board of Directors directors of a Party may be taken by a committee of the Board board of Directors directors of such Party if properly delegated by the Board board of Directors directors of a Party to such committee. Unless the context otherwise requires:
(ia) the words “"include”", “"includes” " and “"including” " when used in this Agreement shall be deemed to be followed by the phrase “"without limitation”";
(iib) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iiic) the words “"hereof”", “"hereby” " and “"herein” " and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(vd) references in this Agreement to any time shall be to New York CityDallas, New York Texas time unless otherwise expressly provided herein; and
(vie) as described in Section 10.110.2, to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee. Unless the context otherwise requires:
(i) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;
(ii) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iii) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(v) references in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein; and
(viv) as described in Section 10.110.2, to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Knowles Corp), Separation and Distribution Agreement (Knowles Corp)
References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the Board board of Directors directors of a Party may be taken by a committee of the Board board of Directors directors of such Party if properly delegated by the Board board of Directors directors of a Party to such committee. Unless the context otherwise requires:
(ia) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;
(iib) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;
(iiic) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;
(iv) the words “written request” when used in this Agreement shall include email;
(vd) references in this Agreement to any time shall be to New York CityDallas, New York Texas time unless otherwise expressly provided herein; and
(vie) as described in Section 10.110.2, to the extent that the terms and conditions of any Schedule hereto conflict conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Arcosa, Inc.)