Common use of Construction, Knowledge and Materiality Clause in Contracts

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Ken Shifrin, Brad Hummel, Txxxx Xxxxxx and Xxxx Xxxxxck xxx (xx) Xxxler, xx xxxxx xxxn such items as are within the actual knowledge of Caster or any person employed by Seller prior to the Closing Date who becomes an employee of Newco after the Closing Date. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include Seller or Caster, and when "affiliate" is used with respect to Seller or Caster, it shall not include PMSI or Prime.

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Ken ShifrinXxx Xxxxxxx, Brad HummelXxxx Xxxxxx, Txxxx Xxxxx Xxxxxx and Xxxx Xxxxxck xxx Xxxxxxx and (xxii) XxxlerPC, xx xxxxx xxxn it shall mean such items as are within the actual knowledge of Caster or Moadel and any person employed by Seller prior to the Closing Date employee of PC who becomes an employee of Newco after the Closing DateClosing. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include Seller PC or CasterMoadel, and when "affiliate" is used with respect to Seller PC or CasterMoadel, it shall not include PMSI or Prime.

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Ken ShifrinXxx Xxxxxxx, Brad HummelXxxx Xxxxxx, Txxxx Xxxxx Xxxxxx and Xxxx Xxxxxck xxx Xxxxxxx and (xxii) XxxlerPC, xx xxxxx xxxn it shall mean such items as are within the actual knowledge of Caster or Moadel and any person employed by Seller prior to the Closing Date employee of PC who becomes an employee of Newco after the Closing DateClosing. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include Seller PC or CasterMoadel, and when "affiliate" is used with respect to Seller PC or CasterMoadel, it shall not include PMSI or Prime.. 11.10

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Ken Shifrin, Brad Hummel, Txxxx Xxxxxx and Xxxx Xxxxxck xxx (xx) XxxlerXXX, xx it xxxxx xxxn such xxxx xuch items as are within the actual knowledge of Caster or Couch and any person employed by Seller prior to the Closing Date employee of VCC who becomes an employee of Newco after the Closing DateClosing. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include Seller KCL, VCC or CasterCouch, and when "affiliate" is used with respect to Seller KCL, VCC or CasterCouch, it shall not include PMSI or Prime.