Construction Usage Clause Samples
Construction Usage. (a) In this Agreement, unless a clear contrary intention appears:
(i) the singular number includes the plural number and vice versa;
(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(iii) reference to any gender includes each other gender;
(iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
Construction Usage. (a) In this Agreement, unless a clear contrary intention appears:
(i) the singular number includes the plural number and vice versa;
(ii) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually;
(iii) reference to any gender includes each other gender;
(iv) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
(v) reference to any Law means such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision;
Construction Usage. (a) In this Agreement, unless a clear contrary intention appears:
(i) the singular number includes the plural number and vice versa;
(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(iii) reference to any gender includes each other gender;
(iv) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
(v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision;
Construction Usage. (a) In this Agreement, unless a clear contrary intention appears:
(i) the singular number includes the plural number and vice versa;
(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(iii) reference to any gender includes each other gender;
(iv) references to “days” shall mean “calendar days” unless expressly stated otherwise;
(v) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
(vi) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any Section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such Section or other provision;
(vii) “hereunder,” “hereof,” “hereto,” “herein,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision;
(viii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein;
Construction Usage. 46 Section 13.13 Disclosure Schedules...........................................................................47 Section 13.14 Failure or Indulgence Not Waiver...............................................................47 Section 13.15 Enforcement of Agreement.......................................................................47 Section 13.16
Construction Usage. (a) In this Agreement, unless a clear contrary intention appears:
(i) the singular number includes the plural number and vice versa;
(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(iii) reference to any gender includes each other gender;
(iv) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
(v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any Section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such Section or other provision;
(vi) “hereunder,” “hereof,” “hereto,” “herein,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision;
(vii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;
Construction Usage. 40 8.11 41 8.12 Severability. 41 8.13 Time of Essence. 42 8.14 Schedules and Exhibits. 42 8.15 Compliance with Bulk Sales Laws. 42 ii Exhibit A: Certain Definitions Exhibit 2.3: Target Working Capital Analysis Exhibit 2.5(c)(i): Note Exhibit 2.6: Allocation of Purchase Price Exhibit 6.2(a): ▇▇▇▇ of Sale Exhibit 6.2(b): Assumption Agreement Exhibit 6.2(c): Assignment of Intellectual Property Exhibit 6.2(d): Lock-Up Agreement Exhibit 6.2(h): Other Assets ▇▇▇▇ of Sale Accounting Referee 2.4(c) Acquired Assets 1.1 Agreement Preamble Agreement Date Preamble Assignment of Contracts 6.2(d) Assignment of Intellectual Property 6.2(c) Assumed Contracts 1.1(a) Assumed Liabilities 1.3 Assumption Agreement 6.2(b) Balance Sheet 3.4(a)(i) ▇▇▇▇ of Sale 6.2(a) Business Recitals Business Intellectual Property Agreements 3.11(b) Business Licensed IP Rights 3.11(a) Business Owned IP Rights 3.11(a) Business Product or Service 3.11(c) Business Registered IP Rights 3.11(h) Business Source Code 3.11(k) Closing 6.1 Closing Date 6.1 COBRA 5.6(b)(iv) Direct Claim 7.3(c) Estimated Net Working Capital 2.3 Estimated Working Capital Deficit 2.3 Estimated Working Capital Surplus 2.3 Excluded Assets 1.2 Excluded Liabilities 1.4 Fixed Assets 1.1(c) Group Health Plans 5.6(b)(iv) Holdback Shares 2.2(b) Indemnifying Party 7.3(a) Initial Publisher Retention Earnout Period 2.5(a) Initial Publisher Retention Earnout Payment 2.5(a) Initial Publisher Retention Target 2.5(a) Initial Revenue Goal Earnout Period 2.5(b) Initial Revenue Goal Earnout Payment 2.5(b) Initial Revenue Target 2.5(b) Interim Balance Sheet 3.4(a)(ii) Leases 3.9(b) Note 2.1(b) Notice of Claim 7.3(c) Open Source Materials 3.11(o) Publisher Retention Earnout Payments 2.5(a) Purchase Price 2.1 Purchaser Preamble Purchaser Losses 7.1 Receivables 1.1(b) Revenue Goal Earnout Payments 2.5(b) Second Publisher Retention Earnout Period 2.5(a) Second Publisher Retention Earnout Payment 2.5(a) Second Publisher Retention Target 2.5(a) Second Revenue Goal Earnout Period 2.5(b) Second Revenue Goal Earnout Payment 2.5(b) Second Revenue Target 2.5(b) Seller Preamble Seller Financial Statements 3.4(a) Seller Losses 7.2 Survival Date 2.2(b) Third-Party Claim 7.3(a) Third Party Product Technology 3.11(g) Transferred Personnel 5.6(a) Unresolved Claim 2.2(b) This Asset Purchase Agreement (this “ Agreement”) is made and entered into as of February 6, 2013 (“Agreement Date”), by and among JMG Exploration, Inc., a Nevada corporation (the “ Parent”) (so...
Construction Usage