Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 1057 contracts
Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Merger Agreement (Century Therapeutics, Inc.), Merger Agreement (Allegro Microsystems, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 324 contracts
Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.), Asset Purchase Agreement (Arteris, Inc.), Agreement and Plan of Merger and Reorganization (SoFi Technologies, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, thereforetherefor, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 121 contracts
Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp), Stock Purchase Agreement
Rules of Construction. The parties hereto agree that they have been --------------------- represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 91 contracts
Samples: Agreement and Plan of Reorganization (Inference Corp /Ca/), Agreement and Plan of Reorganization (Usweb Corp), Merger Agreement (Onvia Com Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 53 contracts
Samples: Voting Agreement and Irrevocable Proxy (Highwire Capital, LLC), Merger Agreement, Voting Agreement (Acacia Communications, Inc.)
Rules of Construction. The parties hereto agree that they to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or other document.
Appears in 49 contracts
Samples: Termination and Settlement Agreement, Merger Agreement (Theragenics Corp), Merger Agreement (Michas Alexis P)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 47 contracts
Samples: Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.), Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.), Merger Agreement (Cirrus Logic, Inc.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 46 contracts
Samples: Stock Purchase Agreement (NAKED BRAND GROUP LTD), Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Founder Restricted Stock Agreement (SALESFORCE.COM, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 45 contracts
Samples: Equity Purchase Agreement (Vyant Bio, Inc.), Merger Agreement (Abm Industries Inc /De/), Share Purchase Agreement (Abacus Life, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any law, regulation, holding Applicable Law or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 41 contracts
Samples: Stock Purchase Agreement (Soundhound Ai, Inc.), Merger Agreement (Soundhound Ai, Inc.), Agreement and Plan of Merger (Alteryx, Inc.)
Rules of Construction. The parties hereto agree Each of the Parties agrees that they have it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and each Party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 37 contracts
Samples: Business Combination Agreement (Moringa Acquisition Corp), Business Combination Agreement (Moringa Acquisition Corp), Agreement and Plan of Merger (Revolution Medicines, Inc.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 33 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Merger Agreement (Big Rock Partners Sponsor, LLC), Business Combination Agreement (Numberbubble, S.A.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 31 contracts
Samples: Equity Purchase Agreement (908 Devices Inc.), Stock Purchase Agreement (Lexeo Therapeutics, Inc.), Stock Purchase Agreement (Surge Holdings, Inc.)
Rules of Construction. The parties hereto agree that they have Each party to this Agreement has been represented by counsel during the negotiation preparation and execution of this Agreement andAgreement, therefore, waive the application of and therefore waives any law, regulation, holding or rule of construction providing that would construe ambiguities in an agreement or other document will be construed against the party drafting such agreement or documentthe agreement.
Appears in 29 contracts
Samples: Merger Agreement (Quepasa Corp), Merger Agreement (GigOptix, Inc.), Merger Agreement (Endwave Corp)
Rules of Construction. The parties hereto agree that they to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will shall be construed against the party drafting such agreement or other document.
Appears in 25 contracts
Samples: Amalgamation Agreement, Agreement and Plan of Amalgamation (SeaCube Container Leasing Ltd.), Agreement and Plan of Merger (CSR PLC)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement Agreement, and, therefore, waive the application of any applicable law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 23 contracts
Samples: Merger Agreement (K2 Inc), Acquisition Agreement (Us Wireless Online Inc), Merger Agreement (Fastclick Inc)
Rules of Construction. The parties hereto Parties agree that they have each been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 23 contracts
Samples: Registration Rights Agreement (Latam Airlines Group S.A.), Registration Rights Agreement, Registration Rights Agreement (OI S.A. - In Judicial Reorganization)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 21 contracts
Samples: Profits Units Award Agreement (Endeavor Group Holdings, Inc.), Award Agreement (Endeavor Group Holdings, Inc.), Class B Units Award Agreement (Endeavor Group Holdings, Inc.)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 20 contracts
Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp), Agreement and Plan of Reorganization (Northern Star Investment Corp. II), License Agreement (Spring Bank Pharmaceuticals, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 18 contracts
Samples: Subscription Agreement (Williams Opportunity Fund LLC), Subscription Agreement (Preferred Apartment Communities Inc), Letter Agreement (Preferred Apartment Communities Inc)
Rules of Construction. The parties hereto agree that they have --------------------- been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 17 contracts
Samples: Asset Purchase Agreement (Cais Internet Inc), Merger Agreement (Netcentives Inc), Agreement and Plan of Reorganization (Salon Com)
Rules of Construction. The parties hereto agree that they have been adequately represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 16 contracts
Samples: Investors’ Rights Agreement (Fulcrum Bioenergy Inc), Investors’ Rights Agreement (Fulcrum Bioenergy Inc), Subscription Agreement (Parkway Properties Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 16 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Securities Purchase Agreement (General Moly, Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 15 contracts
Samples: Non Competition and Non Solicitation Agreement, Stockholder Lock Up Agreement (Thermogenesis Corp), Support Agreement (Davita Inc)
Rules of Construction. The parties hereto agree that they have been (or have had the opportunity to be) represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 14 contracts
Samples: Joinder Agreement (Red Cat Holdings, Inc.), Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp), Principal Shareholder Agreement
Rules of Construction. The parties hereto agree that they have --------------------- been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 13 contracts
Samples: License and Services Agreement (Ticketmaster Online Citysearch Inc), Merger Agreement (Looksmart LTD), Strategic Alliance Agreement (Allscripts Inc /Il)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against or interpreted to the disadvantage of the party drafting or structuring such agreement or document.
Appears in 13 contracts
Samples: Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.)
Rules of Construction. The parties hereto agree that they have been --------------------- represented by counsel during the negotiation and execution of this Agreement and, thereforetherefor, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 13 contracts
Samples: Acquisition Agreement (Sun Microsystems Inc), Merger Agreement (Lantronix), Agreement and Plan of Reorganization (Lantronix Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Pulse Network, Inc.), Merger Agreement (Tellabs Inc), Merger Agreement (United Online Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 12 contracts
Samples: Merger Agreement (Freedom Acquisition I Corp.), Merger Agreement (Cardlytics, Inc.), Merger Agreement (Fulgent Genetics, Inc.)
Rules of Construction. The parties hereto agree that they have been --------------------- represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Qualix Group Inc), Asset Purchase Agreement (Microtune Inc), Merger Agreement (Hei Inc)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule ruling of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 11 contracts
Samples: License and Supply Agreement (Aquestive Therapeutics, Inc.), License, Development and Supply Agreement (Aquestive Therapeutics, Inc.), License Agreement (Aquestive Therapeutics, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or document.
Appears in 11 contracts
Samples: Merger Agreement (Ballard Power Systems Inc.), Merger Agreement (Mandalay Digital Group, Inc.), Merger Agreement (Demand Media Inc.)
Rules of Construction. The parties hereto agree that they to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule rules of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or other document.
Appears in 11 contracts
Samples: Voting and Support Agreement (Tencent Holdings LTD), Voting and Support Agreement (Electronic Arts Inc.), Voting and Support Agreement (Dodge & Cox)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction Legal Requirement providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 11 contracts
Samples: Voting Agreement (Answers CORP), Voting Agreement (Answers CORP), Voting Agreement (McAfee, Inc.)
Rules of Construction. The parties hereto agree that they to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding laws or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or other document.
Appears in 11 contracts
Samples: Support Agreement (Essilor International /Fi), Support Agreement (Essilor International /Fi), Support Agreement (Shamir Optica Holdings A.C.S. Ltd.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement Amendment and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Exchange Agreement (Cyber Merchants Exchange Inc), Agreement and Plan of Reorganization (Tekinsight Com Inc)
Rules of Construction. The parties hereto agree that they Parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will shall be construed against the party drafting such agreement or other document.
Appears in 10 contracts
Samples: Arrangement Agreement (Coeur Mining, Inc.), Arrangement Agreement (Sand Technology Inc), Arrangement Agreement (DecisionPoint Systems, Inc.)
Rules of Construction. The parties hereto agree that they have Each Party to this Agreement has been represented by counsel during the negotiation preparation and execution of this Agreement andAgreement, therefore, waive the application of and therefore waives any law, regulation, holding or rule of construction providing that would construe ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or documentthe Agreement.
Appears in 10 contracts
Samples: Merger Agreement (Better Choice Co Inc.), Securities Exchange Agreement (Better Choice Co Inc.), Securities Exchange Agreement (Better Choice Co Inc.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and have together drafted this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 10 contracts
Samples: Asset Purchase Agreement (MeiraGTx Holdings PLC), Asset Purchase Agreement (RedHill Biopharma Ltd.), Asset Purchase Agreement (Yumanity Therapeutics, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
Appears in 9 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (Nabriva Therapeutics PLC), Tender Agreement (J2 Global, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by separate counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, law regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party parties drafting such agreement or document.
Appears in 9 contracts
Samples: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding Legal Requirement or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Global Ship Lease, Inc.), Merger Agreement (Electronic Clearing House Inc), Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 8 contracts
Samples: Share Purchase Agreement (Nano Dimension Ltd.), Share Purchase Agreement (Nano Dimension Ltd.), Share Purchase Agreement (DarioHealth Corp.)
Rules of Construction. The parties hereto to this Agreement agree that they have each been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 8 contracts
Samples: Registration Rights Agreement (SCG Financial Acquisition Corp.), Investor Rights Agreement (SCG Financial Acquisition Corp.), Registration Rights Agreement (SCG Financial Acquisition Corp.)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule ruling of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 8 contracts
Samples: Manufacturing and Supply Agreement (International Isotopes Inc), Asset Purchase Agreement (Cas Medical Systems Inc), Asset Purchase Agreement (Cas Medical Systems Inc)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 7 contracts
Samples: Share Purchase Agreement (COMSovereign Holding Corp.), Merger Agreement (COMSovereign Holding Corp.), Share Purchase Agreement (ComSovereign Holding Corp.)
Rules of Construction. The parties hereto agree Each Party agrees that they have it or he or she has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 7 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Xunlei LTD), Share Purchase Agreement (Xunlei LTD)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Grant Agreement, Share Exchange Agreement (American Electric Technologies Inc), Stock Purchase Agreement (QualityTech, LP)
Rules of Construction. The parties hereto agree that they to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding laws or rule of construction providing that ambiguities in an any agreement or other document will shall be construed against the party drafting such agreement or other document. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Appears in 7 contracts
Samples: Registration Rights Agreement (Salton Inc), Registration Rights Agreement (Deerfield Triarc Capital Corp), Registration Rights Agreement (Deerfield Capital Corp.)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Live Nation Entertainment, Inc.), Asset Purchase and Contribution Agreement (Priority Technology Holdings, Inc.), Stock Purchase and Subscription Agreement (Live Nation Entertainment, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any law, regulationApplicable Legal Requirement, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Merger Agreement (Cisco Systems, Inc.), Merger Agreement (Splunk Inc), Agreement and Plan of Merger (Acacia Communications, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Company Shareholder Voting Agreement, Merger Agreement (Essilor International /Fi), Share Purchase and Subscription Agreement (Essilor International /Fi)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.), Merger Agreement (Clicksoftware Technologies LTD)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc), Agreement and Plan of Merger (North American Scientific Inc)
Rules of Construction. The parties hereto agree that they --------------------- have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 7 contracts
Samples: Acquisition Agreement (Advanced Communications Group Inc/De/), Merger Agreement (Agfa Corp), Acquisition Agreement (Advanced Communications Group Inc/De/)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, thereforetherefor, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 6 contracts
Samples: Merger Agreement (Vistaprint N.V.), Stock Purchase Agreement (Caliper Life Sciences Inc), Merger Agreement (Gartner Inc)
Rules of Construction. The parties hereto agree that they Parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will shall be construed against the party Party drafting such agreement or other document.
Appears in 6 contracts
Samples: Acquisition Agreement (Coastal Contacts Inc), Acquisition Agreement (Cambior Inc), Acquisition Agreement (Iamgold Corp)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 6 contracts
Samples: Merger Agreement (Cmgi Inc), Merger Agreement (Novoste Corp /Fl/), Merger Agreement (Jabil Circuit Inc)
Rules of Construction. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution and delivery of this Agreement and, therefore, and therefore waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 6 contracts
Samples: Consent and Support Agreement (Dell Technologies Inc), Consent and Support Agreement (Dell Technologies Inc), Consent and Support Agreement (Vmware, Inc.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 6 contracts
Samples: Merger Agreement (DCP Holding CO), License and Technology Transfer Agreement (Sunpower Corp), Joint Venture Agreement (Sunpower Corp)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation negotiation, preparation, and execution of this Agreement and, therefore, waive the application of any law, regulation, holding Law or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Apex Silver Mines LTD), Deferred Payments Agreement (Apex Silver Mines LTD), Shareholder Agreement (Apex Silver Mines LTD)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Merger Agreement (Best Buy Co Inc), Share Exchange Agreement (Liberty Media Corp /De/), Share Exchange Agreement (Carollo Albert M)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any lawLegal Requirement, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Bone Biologics, Corp.), Merger Agreement (Outerwall Inc)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 5 contracts
Samples: Stock Purchase Agreement, Asset Purchase Agreement (Homeaway Inc), Stock Purchase Agreement (Alpharma Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.. * * * *
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ti Group PLC), Agreement and Plan of Reorganization (Network Associates Inc), Registration Rights Agreement (Network Associates Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Netsolve Inc), Merger Agreement (Digital Insight Corp)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, thereforetherefor, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Asset Purchase Agreement (INPHI Corp), Stock Purchase Agreement (Blackbaud Inc), Merger Agreement (Swisher Hygiene Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each schedule and each exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Merger Agreement (Proofpoint Inc), Completion of Phase Iii Clinical Trial, Option and Mutual Release Agreement (Hyperion Therapeutics Inc), Merger Agreement (Proofpoint Inc)
Rules of Construction. The parties hereto agree that they Parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party Party drafting such agreement or other document.
Appears in 5 contracts
Samples: Voting Agreement (Cumulus Media Inc), Acquisition Agreement (Clean Harbors Inc), Voting Agreement (Ba Capital Co Lp)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Merger Agreement (Revolution Lighting Technologies, Inc.), Retention Agreement (Provide Commerce Inc), Retention Agreement (Cypress Bioscience Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Voting Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 5 contracts
Samples: Voting Agreement, Voting Agreement (Cur Media, Inc.), Voting Agreement (Cur Media, Inc.)
Rules of Construction. The parties hereto agree Each of the Parties agrees that they have it has been represented by counsel of its choice during the negotiation and execution of this Agreement and each Party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 4 contracts
Samples: Internalization Agreement (FTAI Aviation Ltd.), Transition Services Agreement (FTAI Aviation Ltd.), Internalization Agreement (New Residential Investment Corp.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 4 contracts
Samples: Merger Agreement (Telanetix,Inc), Merger Agreement (Applera Corp), Stock and Interest Purchase Agreement (Wellpoint Inc)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLegal Requirement, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American International Holdings Corp.), Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Section 8.6 of the Merger Agreement shall be applicable to this Agreement as if set forth herein.
Appears in 4 contracts
Samples: Voting Undertaking (Spansion Inc.), Voting Undertaking (Sandisk Corp), Voting Undertaking (Saifun Semiconductors Ltd.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel (or have had the opportunity to retain counsel and knowingly forego such opportunity) during the negotiation negotiation, preparation, and execution of this Agreement and, therefore, and therefore waive the application of any law, rule, regulation, holding holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 4 contracts
Samples: Line Installation Agreement (Solid Power, Inc.), Electrolyte Supply Agreement (Solid Power, Inc.), Research and Development Technology License Agreement (Solid Power, Inc.)
Rules of Construction. The parties hereto agree that they Parties have been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any, agreement or other document will shall be construed against the party Party drafting such agreement or documentother document to the fullest extent permitted by applicable Laws.
Appears in 4 contracts
Samples: Merger Agreement (Whole Earth Brands, Inc.), Transfer and Exchange Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Partners Holdings L.P.)
Rules of Construction. The parties hereto Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule ruling of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement, Asset Purchase Agreement (Scynexis Inc), Membership Interest Purchase Agreement (Harte Hanks Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement Agreement, and, therefore, waive to the fullest extent possible the application of any applicable law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Spectrum Control Inc), Merger Agreement (Verisity LTD), Merger Agreement (Cadence Design Systems Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel of their own choosing during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or any other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: License and Collaboration Agreement (Provention Bio, Inc.), Common Stock Subscription Agreement (Blgi, Inc.), Common Stock Subscription Agreement (Provention Bio, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding regulation or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Berg & Berg Enterprises Inc), Exchange Rights Agreement (Mission West Properties Inc), Stock Purchase Agreement (Mission West Properties/New/)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Merger Agreement (Neumora Therapeutics, Inc.), Merger Agreement (Neumora Therapeutics, Inc.), Merger Agreement (Sana Biotechnology, Inc.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement or determined after reviewing this Agreement carefully that it would not seek such guidance or counsel and, therefore, waive hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Merger Agreement (McData Corp), Merger Agreement (Mobile Reach International Inc), Merger Agreement (Endorex Corp)
Rules of Construction. The Each of the parties hereto agree acknowledges and agrees that they have such party has been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive waives the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Merger Agreement (Exodus Communications Inc), Purchase Agreement (Micron Electronics Inc), Merger Agreement (Global Crossing LTD)
Rules of Construction. The parties hereto agree that they have each been represented by counsel counsel, or had the opportunity to be represented, during the negotiation and execution of this Agreement andAgreement, therefore, and therefore waive the application of any law, regulation, holding law or rule of construction providing that ambiguities in an agreement or other document the contract will be construed against the party drafting such agreement or documentcontract.
Appears in 4 contracts
Samples: Construction Contract, Construction Contract, Construction Contract
Rules of Construction. The parties hereto agree that they to this Agreement have each been represented by counsel during the negotiation and execution of this Agreement and, therefore, and waive the application of any law, regulation, holding Laws or rule of construction providing that ambiguities in an any agreement or other document will be construed against the party drafting such agreement or other document.
Appears in 4 contracts
Samples: Merger Agreement (Lear Corp), Merger Agreement (Realogy Corp), Merger Agreement (American Real Estate Partners L P)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation, and execution of this Agreement and, therefore, waive the application of any law, regulation, holding law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Employment Agreement (Moscow Cablecom Corp), Employment Agreement (Moscow Cablecom Corp), Employment Agreement (Moscow Cablecom Corp)
Rules of Construction. The parties hereto agree Each Member, Manager or other party to or bound by this Agreement acknowledges that they have it has been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive or the acquisition of its Interest or other interest in the Company. Each such party therefore waives the application of any law, regulation, holding Law or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such drafter of the agreement or document.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Contango ORE, Inc.), Limited Liability Company Agreement, Operating Agreement (Solitario Exploration & Royalty Corp.)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.. * * *
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Merger Agreement (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc)
Rules of Construction. The parties hereto to this Agreement agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Almost Family Inc), Merger Agreement (Ansys Inc), Merger Agreement (Inktomi Corp)
Rules of Construction. The parties hereto agree that they Parties have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Mercer Insurance Group Inc), Stock Purchase Agreement (Mercer Insurance Group Inc), Merger Agreement (Old Guard Group Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLegal Requirements, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The headings and captions herein are inserted for convenience of reference only and are not intended to govern, limit or aid in the construction of any term or provision hereof.
Appears in 3 contracts
Samples: Stock Exchange and Merger Agreement (Ivillage Inc), Merger Agreement (Ivillage Inc), Stock Exchange and Merger Agreement (Leap Technology Inc / De)
Rules of Construction. The parties hereto agree that they have been --------------------- represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. [Signature page follows.]
Appears in 3 contracts
Samples: Merger Agreement (Integrated Measurement Systems Inc /Or/), Merger Agreement (Credence Systems Corp), Merger Agreement (Credence Systems Corp)
Rules of Construction. The parties Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationApplicable Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Voting Agreement (Costa Brava Partnership III LP), Voting Agreement (Techteam Global Inc), Voting Agreement (Emancipation Capital)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Voting Agreement and Proxy and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Voting Agreement (Cellegy Pharmaceuticals Inc), Voting Agreement (La Jolla Pharmaceutical Co), Voting Agreement (Cellegy Pharmaceuticals Inc)
Rules of Construction. The parties hereto agree acknowledge that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Settlement Agreement (Gemstar Tv Guide International Inc), Settlement Agreement, Settlement Agreement (Youbet Com Inc)
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation negotiation, preparation and execution of this Agreement and, therefore, waive hereby waive, with respect to this Agreement, each Exhibit attached hereto and the Company Disclosure Letter, the application of any law, regulationApplicable Law, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Meru Networks Inc)
