Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” (d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 86 contracts
Sources: Voting Agreement, Agreement to Tender and Voting Agreement, Voting Agreement
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 78 contracts
Sources: Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.), Agreement and Plan of Merger (Photon Dynamics Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Articles,” and “ExhibitsSchedules” are intended to refer to Sections or Articles of this Agreement and Exhibits Schedules to this Agreement, respectively.
(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 50 contracts
Sources: Merger Agreement (Ocugen, Inc.), Support Agreement (Fulcrum Therapeutics, Inc.), Parent Support Agreement (Fulcrum Therapeutics, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 46 contracts
Sources: Asset Purchase Agreement (Safe & Green Development Corp), Asset Purchase Agreement, Asset Purchase Agreement
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits Schedules to this Agreement, respectively.
(e) The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 38 contracts
Sources: Support Agreement (Gower Bob G), Agreement and Plan of Merger (Galera Therapeutics, Inc.), Support Agreement (Passage BIO, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 32 contracts
Sources: Merger Agreement (Cuseeme Networks Inc), Merger Agreement (First Virtual Communications Inc), Merger Agreement (Cuseeme Networks Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 30 contracts
Sources: Voting Agreement (Allos Therapeutics Inc), Voting Agreement (Amag Pharmaceuticals Inc.), Voting Agreement (Amag Pharmaceuticals Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement; and (ii) 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 of this Agreement.
Appears in 23 contracts
Sources: Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
Appears in 22 contracts
Sources: Arrangement Agreement, Merger Agreement (Global Sports Inc), Merger Agreement (Transition Analysis Component Technology Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 22 contracts
Sources: Share Sale and Purchase Agreement (TCTM Kids IT Education Inc.), Merger Agreement (Tufco Technologies Inc), Merger Agreement (Millennial Media Inc.)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bii) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(div) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 19 contracts
Sources: Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 18 contracts
Sources: Stockholder Lock Up Agreement, Support Agreement (Belmond Ltd.), Voting Agreement (Aspect Communications Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement."
Appears in 15 contracts
Sources: Registration Rights Agreement (Jazz Semiconductor Inc), Registration Rights Agreement (Jazz Semiconductor Inc), Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bii) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(div) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 15 contracts
Sources: Voting Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc), Voting Agreement (Kratos Defense & Security Solutions, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement, respectively.
(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 14 contracts
Sources: Voting Agreement (PLX Pharma Inc.), Voting Agreement (PLX Pharma Inc.), Voting Agreement (Dipexium Pharmaceuticals, Inc.)
Construction. (a) For purposes of this AgreementWhenever required by the context, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the feminine neuter gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any . Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . Neither the drafting history nor the negotiating history of this Agreement shall be used or referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather and shall be deemed to be followed by the words “"without limitation.”
(d) " Except as otherwise indicatedindicated in this Agreement, all references in this Agreement to “"Sections” and “Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 13 contracts
Sources: Key Employee Agreement (National Information Consortium), Key Employee Agreement (National Information Consortium), Key Employee Agreement (National Information Consortium)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits Schedules to this Agreement, respectively.
e) The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 12 contracts
Sources: Parent Stockholder Support Agreement (VerifyMe, Inc.), Voting Agreement (BioSig Technologies, Inc.), Parent Stockholder Support Agreement (Salarius Pharmaceuticals, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(dc) Except as otherwise indicated, all references The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to “Sections” and “Exhibits” are intended to refer to Sections be a part of this Agreement and Exhibits shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 11 contracts
Sources: Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter neutral genders; the feminine gender shall include the masculine and neuter neutral genders; and the neuter neutral gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections”, “Schedules” and “Exhibits” are intended to refer to Sections of this Agreement, Schedules to this Agreement and Exhibits to this Agreement.
Appears in 10 contracts
Sources: Escrow Agreement (Brand Engagement Network Inc.), Agreement and Plan of Reorganization (Akerna Corp.), Escrow Agreement (Chelsea Worldwide Inc.)
Construction. (ai) For purposes of this Agreement, whenever the context requires: (A) the singular number shall include the plural, and vice versa; (B) the masculine gender shall include the feminine and neuter genders; (C) the feminine gender shall include the masculine and neuter genders; and (D) the neuter gender shall include the masculine and feminine genders.
(bii) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 10 contracts
Sources: Support Agreement (Evofem Biosciences, Inc.), Stockholder Agreement (Turtle Beach Corp), Registration Rights Agreement (Us Ecology, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicatedspecified, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 10 contracts
Sources: Stock Purchase Agreement (Catterton Simon Partners Iii Lp), Merger Agreement (Nextron Communications Inc), Merger Agreement (Xoom Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in For purposes of this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 10 contracts
Sources: Voting and Lock Up Agreement (Jensen Jami J), Tender and Voting Agreement (Sungard Data Systems Inc), Tender and Voting Agreement (Sungard Data Systems Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include,” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all ” All references in this Agreement to “Sectionsdollars” or “$” shall mean United States Dollars. The phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreementif.”
Appears in 8 contracts
Sources: Agreement and Plan of Merger (PTC Inc.), Merger Agreement (Element Solutions Inc), Merger Agreement (Element Solutions Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 8 contracts
Sources: Merger Agreement (Quality Semiconductor Inc), Agreement and Plan of Merger (PLX Technology Inc), Merger Agreement (Informatica Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 8 contracts
Sources: Merger Agreement (OMNICELL, Inc), Agreement and Plan of Reorganization (Rainbow Technologies Inc), Merger Agreement (Safenet Inc)
Construction. (a) For purposes of this AgreementWhenever required by the context, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the feminine neuter gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any . Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . Neither the drafting history nor the negotiating history of this Agreement shall be used or referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather and shall be deemed to be followed by the words “without limitation.”
(d) ” Except as otherwise indicatedindicated in this Agreement, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 8 contracts
Sources: Asset Purchase Agreement (Boingo Wireless Inc), Non Competition and Non Solicitation Agreement (Victory Energy Corp), Non Competition and Non Solicitation Agreement (Victory Energy Corp)
Construction. (a) a. For purposes of this Agreement, whenever the context requires: (A) the singular number shall include the plural, and vice versa; (B) the masculine gender shall include the feminine and neuter genders; (C) the feminine gender shall include the masculine and neuter genders; and (D) the neuter gender shall include the masculine and feminine genders.
(b) b. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) c. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 8 contracts
Sources: Support Agreement (JFL GP Investors III, LLC), Investor Agreement (Us Ecology, Inc.), Support Agreement (Us Ecology, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” ", and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation".”
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 7 contracts
Sources: Share Purchase Agreement (Asia Online LTD), Share Purchase and Subscription Agreement (Asia Online LTD), Share Purchase Agreement (Asia Online LTD)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 7 contracts
Sources: Merger Agreement (Ipass Inc), Merger Agreement (Nassda Corp), Merger Agreement (Synopsys Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Schedules" and “"Exhibits” " are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 7 contracts
Sources: Asset Purchase Agreement (Puma Technology Inc), Agreement and Plan of Reorganization (Quest Resource Corp), Merger Agreement (Netopia Inc)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 7 contracts
Sources: Asset Purchase Agreement (Imageware Systems Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Caere Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter neutral genders; the feminine gender shall include the masculine and neuter neutral genders; and the neuter neutral gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits Schedules to this Agreement.
Appears in 6 contracts
Sources: Escrow Agreement (Blue World Acquisition Corp), Escrow Agreement (Blue World Acquisition Corp), Escrow Agreement
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits” are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 6 contracts
Sources: Key Shareholder Agreement, Asset Purchase Agreement (Ideal Power Inc.), Key Shareholder Agreement
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” and “Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 6 contracts
Sources: Escrow/Lock Up Agreement (Telecomm Sales Network Inc), Asset Purchase Agreement (Asia Online LTD), Transition Agreement (Metron Technology N V)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “Exhibits” "Appendix" are intended to refer to Sections of this Agreement and Exhibits Appendices to this Agreement.
Appears in 6 contracts
Sources: Merger Agreement (Alpha Fibre Inc), Merger Agreement (Lifelong Com Inc), Merger Agreement (Albara Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number terms shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(dc) Except as otherwise indicated, all references The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to “Sections” and “Exhibits” are intended to refer to Sections be a part of this Agreement and Exhibits shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 5 contracts
Sources: Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) " Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Titan Corp), Software and Asset Purchase Agreement (Backweb Technologies LTD), Asset Purchase Agreement (Terayon Communication Systems)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bii) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement."
Appears in 5 contracts
Sources: Agreement and Plan of Merger and Reorganization (Acuson Corp), Merger Agreement (Urs Corp /New/), Escrow Agreement (Ebay Inc)
Construction. (a) For purposes of this Escrow Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Escrow Agreement.
(c) As used in this Escrow Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Escrow Agreement to “"Sections” and “Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Escrow Agreement.
Appears in 5 contracts
Sources: Asset Purchase Agreement (Ditech Corp), Escrow Agreement (Innerspace Corp), Escrow Agreement (Innerspace Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ", "Schedules" and “"Exhibits” " are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Siebel Systems Inc), Merger Agreement (Ebay Inc), Merger Agreement (Ask Jeeves Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) . The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement."
Appears in 4 contracts
Sources: Registration Rights Agreement (Chordiant Software Inc), Purchase Agreement (Quokka Sports Inc), Escrow Agreement (E Comnetrix Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation".”
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ", "Schedules" and “"Exhibits” " are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 4 contracts
Sources: Share Purchase Agreement (Partner Communications Co LTD), Share Purchase Agreement (Ampal-American Israel Corp), Share Purchase Agreement (Ampal-American Israel Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Sorrento Therapeutics, Inc.), Asset and Share Purchase Agreement (Elbit Vision Systems LTD), Asset Purchase Agreement (Endwave Corp)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bii) The This Agreement was negotiated by the parties agree that with the benefit of legal representation and any rule of construction to the effect that ambiguities are or interpretation otherwise requiring this Agreement to be resolved construed or interpreted against the drafting any party shall not be applied in the apply to any construction or interpretation of this Agreementhereof.
(ciii) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 4 contracts
Sources: Voting Agreement (Raptor Pharmaceuticals Corp.), Voting Agreement (TorreyPines Therapeutics, Inc.), Voting Agreement (TorreyPines Therapeutics, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include the masculine and feminine genders.
(b) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall thereof will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Us Biodefense Inc), Asset Purchase Agreement (FTS Group, Inc.), Asset Purchase Agreement (FTS Apparel Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
(e) The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. [SIGNATURE PAGES, EXHIBITS AND SCHEDULES FOLLOW.]
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Merger Agreement (Digital Data Networks Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits," "Annexes" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits Exhibits, Annexes and Schedules to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Inverness Medical Innovations Inc)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bB) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Voting Agreement (Molecular Devices Corp), Voting Agreement (Virologic Inc), Voting Agreement (Virologic Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits," "Annexes" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits Exhibits, Annexes and Schedules to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc), Merger Agreement (American Coin Merchandising Inc)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “Exhibits” "Appendix" are intended to refer to Sections of this Agreement and Exhibits Appendices to this Agreement.
Appears in 3 contracts
Sources: Share Exchange Agreement (Pvaxx Corp), Merger Agreement (Gourmet Station Inc), Share Exchange Agreement (Pvaxx Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in For purposes of this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement."
Appears in 3 contracts
Sources: Voting and Lock Up Agreement (Nco Group Inc), Voting Agreement (Cornerstone Iv LLC), Voting Agreement (Cornerstone Iv LLC)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits” are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Hightimes Holding Corp.), Stock Purchase Agreement (Origo Acquisition Corp), Stock Purchase Agreement (Hightimes Holding Corp.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Annexes" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits Annexes or Schedules to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Triangle Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc), Merger Agreement (Gilead Sciences Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include the masculine and feminine genders.
(b) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall thereof will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Articles," "Schedules," "Sections” " and “"Exhibits” " are intended to refer to Articles, Schedules, Sections of this Agreement and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Previo Inc), Asset Purchase Agreement (Be Inc), Asset Purchase Agreement (Be Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter neutral genders; the feminine gender shall include the masculine and neuter neutral genders; and the neuter neutral gender shall include masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits Schedules to this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Greenrose Acquisition Corp.), Merger Agreement (Greenrose Acquisition Corp.), Escrow Agreement (Greenrose Holding Co Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) . The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) " Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement. The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a Part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Franklin UK Bidco LTD), Merger Agreement (Planet Payment Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter neutral genders; the feminine gender shall include the masculine and neuter neutral genders; and the neuter neutral gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits” are intended to refer to Sections of this Agreement, Schedules to this Agreement and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Escrow Agreement (NeoStem, Inc.), Stock Purchase Agreement (FusionStorm Global, Inc.), Stock Purchase Agreement (FusionStorm Global, Inc.)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(dD) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
(E) The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 3 contracts
Sources: Exchange Agreement (University Healthsystem Consortium), Exchange Agreement (Neoforma Inc), Exchange Agreement (Global Healthcare Exchange, LLC)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include masculine and feminine genders.
(b) The parties Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall Party will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Polomar Health Services, Inc.), Merger Agreement (CWR 1, LLC), Merger Agreement (Trustfeed Corp.)
Construction. (a) For purposes of this Agreement, including the Exhibits hereto, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Asset Purchase Agreement (Biomarin Pharmaceutical Inc), Asset Purchase Agreement (Cord Blood America, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Exhibits to this Agreement.. The parties to this Agreement have caused this Agreement to be executed and delivered as of the date first written above. a Delaware Corporation By: / Title: Chief Executive Officer a Delaware Corporation By: Title: Chief Executive Officer
Appears in 2 contracts
Sources: Distribution Agreement (AquaMed Technologies, Inc.), Merger Agreement (Alliqua BioMedical, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter neutral genders; the feminine gender shall include the masculine and neuter neutral genders; and the neuter neutral gender shall include masculine and feminine genders.
(b) The parties Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party Party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits Schedules to this Agreement.
Appears in 2 contracts
Sources: Indemnification Escrow Agreement (Magno Efeito, S.A.), Indemnification Escrow Agreement (Fusion Fuel Green PLC)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
Appears in 2 contracts
Sources: Share Exchange and Asset Transfer Agreement (SRx Health Solutions, Inc.), Share Exchange Agreement (Xenetic Biosciences, Inc.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Prothena Corp Public LTD Co), Merger Agreement (Vaxgen Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) . The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) " Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement. The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Exelixis Inc), Merger Agreement (Etec Systems Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: , the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Sigma Designs Inc), Voting Agreement (Silicon Laboratories Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement and Exhibit A and the Schedules to this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Rackable Systems, Inc.), Merger Agreement (Quest Software Inc)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bii) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Bill of Sale and Assignment Agreement (AtriCure, Inc.), Noncompetition Agreement (AtriCure, Inc.)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.
Appears in 2 contracts
Sources: Exchange Agreement (Vha Inc), Merger Agreement (Med-Design Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, ,shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicatedspecified, all references in this Agreement to “"Sections” and “Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Preferred Stock Conversion Agreement (Odwalla Inc), Preferred Stock Conversion Agreement (Catterton Simon Partners Iii Lp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(dc) Except as otherwise indicated, all references The headings contained in this Agreement are for convenience of reference only, shall not be deemed to “Sections” and “Exhibits” are intended to refer to Sections be a part of this Agreement and Exhibits shall not be referred to in connection with the construction or interpretation of this Agreement.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Allos Therapeutics Inc), Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bii) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(div) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include the masculine and feminine genders.
(b) The parties Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall Party will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Clare Inc), Merger Agreement (HPL Technologies Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement."
Appears in 2 contracts
Sources: Transition Agreement (Bei Medical Systems Co Inc /De/), Asset Purchase Agreement (Bei Medical Systems Co Inc /De/)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) . The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”
(d) " Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Siebel Systems Inc), Merger Agreement (Siebel Systems Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
(f) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.
Appears in 2 contracts
Sources: Merger Agreement (Ixys Corp /De/), Merger Agreement (Zilog Inc)
Construction. (aA) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(bB) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(cC) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(dD) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Exhibits" and “Exhibits” "Schedules" are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Virtgame Com Corp), Merger Agreement (Tower Semiconductor LTD)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (CalciMedica, Inc. /DE/), Merger Agreement (Nuvelo Inc)
Construction. (a) 11.12.1. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) 11.12.2. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) 11.12.3. As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation".”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Ge Capital Equity Investments Inc), Merger Agreement (Viryanet LTD)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” "INCLUDE" and “including"INCLUDING,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation"WITHOUT LIMITATION.”"
(d) Except as otherwise indicated, all references in this Agreement to “Sections” "SECTIONS" and “Exhibits” "EXHIBITS" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Horizon Medical Products Inc), Escrow Agreement (Ibf Vi Guaranteed Income Fund)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party Party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Tax Matters Agreement (Paradyne Corp), Tax Matters Agreement (Globespan Semiconductor Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 2 contracts
Sources: Share Exchange Agreement, Share Exchange Agreement (Universal Guardian Holdings Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except Execept as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Applied Micro Circuits Corp), Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Articles," "Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, plural and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Investor Rights Agreement (Sherbrooke Partners, LLC), Investor Rights Agreement (Mark Capital LLC)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bii) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the The words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(div) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement Agreement, and Exhibits and Schedules to this Agreement.
(v) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Shutterfly Inc), Merger Agreement (Adventrx Pharmaceuticals Inc)
Construction. (ai) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(bii) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(ciii) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(div) Except as Unless otherwise indicatedspecified, all references in this Agreement to “"Sections” and “Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Stock Option Agreement (Act Networks Inc), Stock Option Agreement (Clarent Corp/Ca)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
(e) All fractions, quotients and the product of any other computations contemplated in this Agreement shall be rounded to the fourth decimal point.
Appears in 2 contracts
Sources: Escrow Agreement (Comarco Inc), Escrow Agreement (Comarco Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall will not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” " and “"Exhibits” " are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Exchange Agreement (Zindart LTD), Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Jni Corp), Merger Agreement (Applied Micro Circuits Corp)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the use of the word “or” shall not be exclusive and the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Voting and Support Agreement (On Semiconductor Corp), Support Agreement (Intuit Inc)
Construction. (a) For purposes of this Agreement, ------------ whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “"include” " and “"including,” " and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “"without limitation.”"
(d) Except as otherwise indicated, all references in this Agreement to “"Sections” ," "Schedules" and “"Exhibits” " are intended to refer to Sections of this Agreement and Schedules and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Sonicwall Inc), Merger Agreement (Cacheflow Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) . The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) ” Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Bravo Holdco), Voting Agreement and Proxy (Bravo Holdco)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “ExhibitsSchedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Shumate Industries Inc), Merger Agreement (Bea Systems Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) The parties Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party Party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references Any statement in this the Agreement to the effect that any information, document or other material has been “Sectionsmade available” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.shall mean that such information, document or material was made available by the Company for review by Parent or Parent’s
Appears in 2 contracts
Sources: Merger Agreement (Enel Green Power North America, Inc.), Merger Agreement (Enernoc Inc)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
(b) . The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) . As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) ” Except as otherwise indicated, all references in this Agreement to “Sections” and “ExhibitsSchedules” are intended to refer to Sections and Schedules of this Agreement and Exhibits to this Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Benefit Street Partners LLC), Voting Agreement (Oasis Management Co Ltd.)
Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.
(b) The parties agree that any Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the The words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits,” are intended to refer to Sections of this Agreement, as the context may require.
(e) The headings contained in this Agreement are for reference purposes only and Exhibits to shall not affect in any way the meaning or interpretation of this Agreement.
Appears in 2 contracts
Sources: Indemnification Agreement (Vishay Precision Group, Inc.), Indemnification Agreement (Lululemon Athletica Inc.)