Rules of Interpretation and Construction. In this Agreement unless the context otherwise requires:
(a) All terms used herein which are defined in the UCC (as presently in effect in the State of New York) shall have the meanings given therein unless otherwise defined in this Agreement;
(b) Sections mentioned by number only are the respective Sections of this Agreement as so numbered;
(c) Words importing a particular gender shall mean and include the other gender and words importing the singular number mean and include the plural number and vice versa;
(d) Words importing persons shall mean and include firms, associations, partnerships (including limited partnerships), societies, trusts, corporations or other legal entities, including public or governmental bodies, as well as natural persons;
(e) Each reference in this Agreement to a particular person shall be deemed to include a reference to such person's successors and permitted assigns;
(f) Any headings preceding the texts of any Section of this Agreement, and any table of contents or marginal notes appended to copies hereof are intended, solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect;
(g) If any clause, provision or section of this Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions thereof;
(h) The terms "herein", "hereunder", "hereby", "hereto", and any similar terms as used in this Agreement refer to this Agreement; the term "heretofore: means before the date of execution of this Agreement; and the term "hereafter" shall mean after the date of execution of this Agreement;
Rules of Interpretation and Construction. In this Loan Agreement unless the context otherwise clearly requires:
(i) Articles and Sections mentioned by number only are the respective Articles and Sections of this Loan Agreement as so numbered;
(ii) Words importing a particular gender mean and include every other gender, and words importing the singular number mean and include the plural number and vice versa;
(iii) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), societies, trusts, corporations or other legal entities, including public or governmental bodies, as well as natural persons;
(iv) Any headings preceding the texts of the several Articles and Sections of this Loan Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not affect or control the meaning, construction or interpretation of this Loan Agreement;
(v) If any clause, provision or section of this Loan Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions thereof, unless not invalidating or rendering unenforceable the remaining provisions shall be inequitable;
Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise:
(a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein.
(b) Unless the context requires otherwise: (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any Person shall be construed to include the Person’s successors and permitted assigns, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections, Appendices or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices or Exhibits of this Agreement. In witness whereof, this Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President...
Rules of Interpretation and Construction. Except as otherwise expressly provided in this Agreement, the rules of interpretation and construction set forth below shall apply to this Agreement:
(a) All capitalized terms used in this Agreement that are not otherwise defined have the respective meanings set forth or referred to in Section 1.1. Defined terms in this Agreement include in the singular number the plural and in the plural number the singular. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
(b) Any reference in this Agreement to “Section,” “Article,” or “Annex” is a reference to this Agreement. Unless the context requires otherwise, any reference in this Agreement to any document or instrument is a reference to that document or instrument and all schedules, exhibits, and attachments thereto as amended and in effect from time to time. Unless otherwise stated, any reference in this Agreement to any person includes its permitted successors and assigns and, in the case of any governmental authority, any person succeeding to its functions and capacities. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement, unless otherwise expressly specified, refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the term “including” is used in connection with a listing of items included within a prior reference, such listing is to be interpreted as illustrative only, and is not to be interpreted as a limitation on or an exclusive listing of the items included within the prior reference. In the event that any index or publication referenced in this Agreement ceases to be published, each such reference is deemed to be a reference to a successor or alternate index or publication reasonably agreed to by the Parties. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
(c) In the event of a conflict between the text of this Agreement and any annex or exhibit, the terms of this Agreement shall prevail.
Rules of Interpretation and Construction. In this Loan Agreement unless the context otherwise clearly requires:
(i) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), societies, trusts, corporations, limited liability companies or other legal entities, including public or governmental bodies, as well as natural persons; and
(ii) If any clause, provision or section of this Loan Agreement shall bedetermined to be apparently contrary to or conflicting with any other clause, provision or section of this Loan Agreement, then the clause, provision or section containing the more specific provisions shall control and govern with respect to such apparent conflict.
Rules of Interpretation and Construction. 2.1. Plural; Gender . . . . . . . . . . . . . . 8.2.2.
Rules of Interpretation and Construction. (a) The singular includes the plural and the plural includes the singular. The definitions of terms apply equally to the singular and plural forms of the terms defined.
(b) A reference to a law, regulation or rule includes any amendment or modification to such law, regulation or rule, and all regulations and rulings promulgated thereunder.
(c) A reference to a Person includes its permitted successors, permitted replacements and permitted assigns.
(d) The words “include,” “includes” and “including” are not limiting.
(e) A reference in this Agreement to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of this Agreement unless otherwise indicated. In the event of any conflict between the provisions of this Agreement (exclusive of the Exhibits, Schedules, Annexes and Appendices thereto) and any Exhibit, Schedule, Annex or Appendix thereto, the provisions of this Agreement shall control.
(f) References to any document, instrument or agreement (a) shall include all exhibits, schedules, annexes and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, amended and restated, modified and supplemented from time to time and in effect at any given time. (g) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to such document as a whole and not to any particular provision of such document.
Rules of Interpretation and Construction. In addition to the foregoing definitions, the following rules of interpretation and construction shall apply to this Agreement (including the Schedules and Exhibits):
(a) The words “herein”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
(c) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
(d) Whenever the words “include”, “including” or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.
Rules of Interpretation and Construction. In this Agreement:
(a) headings are for convenience only and do not affect interpretation; and
(b) the Recitals are to be construed as part of this Agreement, and unless the context indicates a contrary intention:
(c) the expression 'person' includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(d) a reference to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(e) a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
(f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
(g) words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;
(h) references to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Agreement, and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement;
(i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(j) the word 'includes' in any form is not a word of limitation;
(k) a reference to '$' or 'dollar' is to Australian currency and a reference to 'CAD $' is to Canadian currency; and
(l) if any day appointed or specified by this Agreement for the payment of any money or doing of any thing falls on a day which is not a Business Day, the day so appointed or specified shall be deemed to be the next Business Day.
Rules of Interpretation and Construction. In this Agreement, unless the context otherwise requires:
(a) Articles and Sections mentioned by number only are the respective Articles and Sections of this Agreement as so numbered;
(b) Words importing a particular gender shall mean and include the other gender and words importing the singular number mean and include the plural number and vice versa;
(c) Unless otherwise defined herein, all words and terms set forth and defined in the other Loan Documents shall have the same meaning as set forth in the Loan Documents, as if fully set forth in this Agreement;
(d) Each reference in this Agreement to a particular Person shall be deemed to include a reference to such Person’s successors and permitted assigns.
(e) Any headings preceding the texts of the several Articles and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(f) The terms “herein”, “hereunder”, “hereby”, “hereto”, and any words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof; terms as used in this Agreement refer to this Agreement; the term “heretofore” shall mean before the date of execution of this Agreement; and the term “hereafter” shall mean after the date of execution of this Agreement;
