General Interpretation. For the purposes of this Agreement, except as otherwise expressly provided: (a) all references in this Agreement to a designated Article, section, subsection, paragraph or other subdivision or to a Schedule is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated; (b) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section, clause, subclause or other subdivision or Schedule; (c) the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable a body corporate; (d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto); (e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof; (f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity; (g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval (h) unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding; (i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto; (j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and (k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.
Appears in 3 contracts
Sources: Purchase Agreement, Purchase Agreement (Yanzhou Coal Mining Co LTD), Purchase Agreement (Yanzhou Coal Mining Co LTD)
General Interpretation. For The parties hereto agree that they have been represented by counsel during the purposes negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In this Agreement, except as to the extent otherwise expressly providedprovided or that the context otherwise requires:
(a) all references when a reference is made in this Agreement to a designated an Article, sectionSection or Schedule, subsection, paragraph or other subdivision or to a Schedule such reference is to the designated Article, section, subsection, paragraph an Article or other subdivision Section of, or a Schedule to, this Agreement unless otherwise specifically statedindicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “hereininclude,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”,
(d) the words “hereof,” “herein” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement, section, clause, subclause or other subdivision or Scheduleunless the context otherwise requires;
(ce) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(g) references to a Person are also to its successors and permitted assigns;
(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(i) references to monetary amounts are to the lawful currency of the United States; and
(j) words importing the singular of any term includes include the plural and vice versa and the use of any term is equally applicable to any words importing gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, include all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;
(j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and
(k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meaningsgenders.
Appears in 3 contracts
Sources: Merger Agreement (Viasystems Group Inc), Merger Agreement (National Semiconductor Corp), Merger Agreement (Texas Instruments Inc)
General Interpretation. For The Parties agree that they have been represented by counsel during the purposes negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In this Agreement, except as to the extent otherwise expressly providedprovided or that the context otherwise requires:
(a) all references when a reference is made in this Agreement to a designated an Article, sectionSection or Schedule, subsection, paragraph or other subdivision or to a Schedule such reference is to the designated Article, section, subsection, paragraph an Article or other subdivision Section of, or a Schedule to, this Agreement unless otherwise specifically statedindicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “hereininclude,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”,
(d) the words “hereof,” “herein” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement, section, clause, subclause or other subdivision or Scheduleunless the context otherwise requires;
(ce) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(g) references to a Person are also to its successors and permitted assigns;
(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(i) references to monetary amounts are to the lawful currency of the United States; and
(j) words importing the singular of any term includes include the plural and vice versa and the use of any term is equally applicable to any words importing gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, include all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;
(j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and
(k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meaningsgenders.
Appears in 2 contracts
Sources: Merger Agreement (TTM Technologies Inc), Merger Agreement (Viasystems Group Inc)
General Interpretation. For The Parties agree that they have been represented by counsel during the purposes negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In this Agreement, except as to the extent otherwise expressly providedprovided or that the context otherwise requires:
(a) all references when a reference is made in this Agreement to a designated an Article, sectionSection or Schedule, subsection, paragraph or other subdivision or to a Schedule such reference is to the designated Article, section, subsection, paragraph an Article or other subdivision Section of, or a Schedule to, this Agreement unless otherwise specifically statedindicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “hereininclude,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”,
(d) the words “hereof,” “herein” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement, section, clause, subclause or other subdivision or Scheduleunless the context otherwise requires;
(ce) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(f) references to any Contract or Permit are references to such Contract or Permit as amended, modified, supplemented or replaced from time to time;
(g) references to “made available” means, (i) with respect to materials made available by the Company, the information or document (A) has been posted to the electronic data site maintained by the Company in connection with the Transactions prior to 2:00 p.m. (Houston, Texas time) on the date of this Agreement or (B) has been included in any Company SEC Report that has been filed on the SEC’s ▇▇▇▇▇ system at least one Business Day prior to the date of this Agreement or incorporated by reference into a Company SEC Report that has been filed on the SEC’s ▇▇▇▇▇ system at least one Business Day prior to the date of this Agreement, and (ii) with respect to materials made available by Parent or Merger Sub, the information or document, (A) has been sent via email to the Company or its Representatives at least one Business Day prior to the date of this Agreement or (B) has been included in any Parent SEC Report that has been filed on the SEC’s ▇▇▇▇▇ system at least one Business Day prior to the date of this Agreement or incorporated by reference into a Parent SEC Report that has been filed on the SEC’s ▇▇▇▇▇ system at least one Business Day prior to the date of this Agreement;
(h) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) references to monetary amounts are to the lawful currency of the United States; and
(l) words importing the singular of any term includes include the plural and vice versa and the use of any term is equally applicable to any words importing gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, include all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;
(j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and
(k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meaningsgenders.
Appears in 2 contracts
Sources: Merger Agreement (Granite Construction Inc), Merger Agreement (Layne Christensen Co)
General Interpretation. For The parties hereto agree that they have been represented by counsel during the purposes negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In this Agreement, except as to the extent otherwise expressly providedprovided or that the context otherwise requires:
(a) all references when a reference is made in this Agreement to a designated an Article, sectionSection, subsectionAnnex or Schedule, paragraph or other subdivision or to a Schedule such reference is to the designated an Article, section, subsection, paragraph Section or other subdivision Annex of, or a Schedule to, this Agreement unless otherwise specifically statedindicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “hereininclude,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”, ;
(d) the words “hereof,” “herein” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement, section, clause, subclause or other subdivision or Schedule;
(c) unless the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto)context otherwise requires;
(e) the headings references to any statute, rule or regulation are to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpretstatute, define rule or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case regulation as amended, re-enactedmodified, consolidated supplemented or replaced from time to time and (and, in the case of statutes, include any such amendmentrules and regulations promulgated under said statutes) and to any section of any statute, re-enactmentrule or regulation include any successor to said section;
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, consolidation or replacement, reference herein unless otherwise defined therein;
(g) references to a particular provision shall Person are also to its successors and permitted assigns;
(h) the use of “or” is not intended to be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, exclusive unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally bindingexpressly indicated otherwise;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time monetary amounts are to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached theretolawful currency of the United States;
(j) whenever any pronouns used in this Agreement reference is made to a Legal Proceeding shall include the corresponding masculine, feminine or other matter that is “threatened” it shall mean that a demand or statement neuter forms;
(oral or writtenk) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in words importing the futuresingular include the plural and vice versa; and
(kl) unless otherwise defined herein, words or abbreviations which have wellthe phrase “ordinary course of business” means the ordinary and usual course of normal day-known trade meanings are used herein to-day operations of the Company and its Subsidiaries through the date of this Agreement consistent with those meaningspast customs and practice (including quantity and frequency).
Appears in 1 contract
General Interpretation. For The Parties agree that they have been represented by counsel during the purposes negotiation, drafting, preparation, and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In this Agreement, except as to the extent otherwise expressly providedprovided or that the context otherwise requires:
(a) all references when a reference is made in this Agreement to a designated an Article, sectionSection, subsectionor Schedule, paragraph or other subdivision or to a Schedule such reference is to the designated Article, section, subsection, paragraph an Article or other subdivision Section of, or a Schedule to, this Agreement unless otherwise specifically statedindicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “hereininclude,” “includes,” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation;”,
(d) the words “hereof,” “herein,” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement, section, clause, subclause or other subdivision or Scheduleunless the context otherwise requires;
(ce) references to any statute, rule, or regulation are to the statute, rule, or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule, or regulation include any successor to said section;
(f) references to any Contract or Permit are references to such Contract or Permit as amended, modified, supplemented or replaced from time to time;
(g) references to “made available” means, (i) with respect to materials made available by the Company, the information or document (A) has been posted to the electronic data site maintained by the Company in connection with the Transactions prior to the date of this Agreement, (B) has been included in any Company SEC Report that has been filed on the SEC’s E▇▇▇▇ system at least two Business Days prior to the date of this Agreement or incorporated by reference into a Company SEC Report that has been filed on the SEC’s E▇▇▇▇ system prior to the date of this Agreement, or (C) has been sent via email to Parent, Merger Sub, or their Representatives prior to the date of this Agreement, and (ii) with respect to materials made available by Parent or Merger Sub, the information or document has been sent via email to the Company or its Representatives prior to the date of this Agreement;
(h) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) references to monetary amounts are to the lawful currency of the United States; and
(l) words importing the singular of any term includes include the plural and vice versa and the use of any term is equally applicable to any words importing gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, include all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;
(j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and
(k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meaningsgenders.
Appears in 1 contract
General Interpretation. For (a) The Parties agree that they have been represented by counsel during, and have jointly participated in, the purposes negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(b) In this Agreement, except as otherwise expressly provided:
(a) all references in this Agreement to a designated Article, section, subsection, paragraph or other subdivision or to a Schedule is to the designated Articleextent otherwise provided or that the context otherwise requires: (i) references to Articles, sectionSections, subsection, paragraph or other subdivision Exhibits and Schedules are to Articles and Sections of, or Schedule and Exhibits and Schedules to, this Agreement unless otherwise specifically stated;
Agreement; (bii) the table of contents and headings are for reference purposes only and do not affect the meaning or interpretation of this Agreement; (iii) the words “hereininclude,” “includes” and “including” are deemed to be followed by the words “without limitation”, ; (iv) the words “hereof,” “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole whole; (v) the word “will” has the same meaning and not effect as the word “shall”; (vi) references to days mean calendar days unless Business Days are specified; (vii) references to any particular Articlestatute, sectionrule or regulation are to the statute, clauserule or regulation as amended, subclause modified, supplemented or replaced from time to time, and include any rules and regulations promulgated thereunder and any successor provisions; (viii) references to any agreement or instrument are to the agreement or instrument as from time to time amended, modified, supplemented or replaced; (ix) all terms defined in this Agreement have the defined meanings when used in any certificate or other subdivision document made or Schedule;
delivered pursuant hereto, unless otherwise defined therein; (cx) the use of “furnished to Parent” or “made available to Parent” or similar phrases means that the subject documents were delivered to Parent or its Representatives or posted to, and freely accessible by Parent and its Representatives in, the virtual data room maintained by or on behalf of the Company at least two (2) Business Days prior to the date hereof; (xi) references to a Person are also to its successors and permitted assigns; (xii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; (xiii) references to monetary amounts are to the lawful currency of the United States; (xiv) the phrase “ordinary course of business” means “ordinary course of business consistent with past practice”; and (xv) words importing the singular of any term includes include the plural and vice versa and the use of any term is equally applicable to any words importing gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, include all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;
(j) whenever in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future; and
(k) unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meaningsgenders.
Appears in 1 contract
Sources: Merger Agreement (Mobix Labs, Inc)
General Interpretation. For the purposes of this Agreement, except the following rules of construction shall apply, unless otherwise provided and/or the context otherwise requires –
1.2.1 a reference to any one gender, whether masculine, feminine or neuter, includes the other two;
1.2.2 any word or expression defined in, and for the purposes of, this Agreement shall if expressed in the singular include the plural and vice versa, and a cognate word or expression shall have a corresponding meaning;
1.2.3 references to a statutory provision include any subordinate legislation made from time to time under that provision and references to a statutory provision include that provision as otherwise expressly provided:from time to time modified or re-enacted as far as such modification or re-enactment applies, or is capable of applying, to this Agreement or any transaction entered into in accordance with this Agreement;
(a) all 1.2.4 references in this Agreement to a designated Article“clauses” and/or “schedules” and/or “annexures” and/or “appendices”, section, subsection, paragraph or other subdivision or are to a Schedule is clauses and/or to schedules and/or annexures and/or appendices (as the designated Article, section, subsection, paragraph or other subdivision of, or Schedule case may be) to, this Agreement unless otherwise specifically statedAgreement;
(b) 1.2.5 words and expressions defined in any Law which is referred to in this Agreement and which are not defined in this Agreement shall, if and in the words “herein”context of and/or in relation to that Law, “hereof” and “hereunder” and other words of similar import refer to have the same meanings in this Agreement as a whole and not those ascribed to any particular Article, section, clause, subclause or other subdivision or Schedulethem in the Law;
(c) the singular of 1.2.6 any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable a body corporate;
(d) the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of in this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding;
(i) all references herein to any agreement (including this other Agreement), document or instrument mean such agreementshall be construed as a reference to this Agreement or that other Agreement, document or instrument as amended, supplemented, modified, varied, restated novated or replaced substituted from time to time time;
1.2.7 any word and expression defined in accordance with the terms thereof andany clause shall, unless otherwise specified thereinthe application of the word or expression is specifically limited to the clause in question, includes all schedules and exhibits attached theretobear the meaning ascribed to the word or expression throughout this Agreement;
(j) whenever 1.2.8 if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any Party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if there were a substantive provision in the body of this Agreement;
1.2.9 no rule of construction shall be applied to the disadvantage of a Party to this Agreement because that Party was responsible for or participated in the preparation of this Agreement or any part of it;
1.2.10 the use of the word “including” followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s;
1.2.11 if any period is referred to in this Agreement by way of a reference is made to a Legal Proceeding number of days or weeks or months or other matter that intervals, the period shall be reckoned exclusively of the first day and inclusively of the last day of the relevant interval, unless the last day falls on a day which is “threatened” not a business day, in which case the last day shall be the next succeeding business day;
1.2.12 any reference to days (other than a reference to business days), months or years shall be a reference to calendar days, months or years, as the case may be;
1.2.13 if the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then the due date for performance of the relevant obligation shall be the immediately following business day;
1.2.14 if any obligation or act is required to be performed on a particular day it shall mean that a demand be performed by 16h00 (local time at the place where the obligation or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter act is required to be assertedperformed) on that day;
1.2.15 any term which refers to a South African legal concept or process (for example, commencedwithout limiting the aforegoing, taken winding-up or otherwise pursued curatorship) shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the future; andLaws of which a Party may be or become subject;
1.2.16 no provisions of this Agreement shall constitute a stipulation for the benefit of any person (kstipulation ▇▇▇▇▇▇) unless otherwise defined herein, who is not a Party to this Agreement;
1.2.17 words or abbreviations expressions having a meaning which is similar to any word or expression which is defined in this Agreement shall have well-known trade meanings are used herein with those meanings.the same meaning as the word or expression which is so defined;
Appears in 1 contract
Sources: Lease Agreement
General Interpretation. For the purposes of this AgreementAgreement the following rules of construction shall apply, except as otherwise expressly providedunless the context requires otherwise:
(a) all references in this Agreement to a designated Article, section, subsection, paragraph or other subdivision or to a Schedule is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated;
(b) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section, clause, subclause or other subdivision or Schedule;
(c) 1.2.1 the singular of any term includes shall include the plural and vice versa and the use of any term is equally applicable versa;
1.2.2 a reference to any gender and where applicable gender, whether masculine, feminine or neuter, includes the other two;
1.2.3 any reference to a person includes, without being limited to, any individual, body corporate, unincorporated association or other entity recognised under any law as having a separate legal existence or personality;
(d) 1.2.4 the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language, such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) the headings to the sections and clauses of this Agreement are inserted for convenience of reference only and do not Schedules form a an integral part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(f) any reference to a corporate entity includes words and is also a reference to any corporate entity that is a successor to such entity;
(g) the Schedules that are attached to this Agreement and form a part hereof are as follows: Schedule “A” Description of the Properties Schedule “B” Buyer Regulatory Approvals Schedule “C” Vendor Regulatory Approval
(h) unless otherwise indicated, all references expressions defined in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also includebear, unless the context otherwise requires, all applicable guidelinesthe same meaning in such Schedules. To the extent that there is any conflict between the Schedules to this Agreement and the provisions of this Agreement, bulletins or policies made in connection therewith and which are legally bindingthe provisions of this Agreement shall prevail;
(i) all 1.2.5 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in this interpretation clause, effect shall be given to it as if it were a substantive provision of this Agreement;
1.2.6 references herein to a statutory provision include any agreement subordinate legislation made from time to time under that provision and references to a statutory provision include that provision as from time to time modified or re-enacted as far as such modification or re-enactment applies, or is capable of applying, to this Agreement or any transaction entered into in accordance with this Agreement;
1.2.7 a “law” shall be construed as any law (including common law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other legislative measure or enactment of any government, local government, statutory or regulatory body or court and shall be deemed to include the rules and other requirements of any applicable stock exchange;
1.2.8 references in this Agreement to “clauses” and “Schedules” are to clauses of, and schedules to, this Agreement);
1.2.9 any reference in this Agreement to this Agreement or any other agreement, document or instrument mean such shall be construed as a reference to this Agreement or that other agreement, document or instrument as amended, supplemented, modified, varied, restated restated, novated or replaced substituted from time to time time;
1.2.10 any word and expression defined in accordance with the terms thereof andany part or clause of this Agreement other than in this clause 1 shall, unless otherwise specified thereinthe application of the word or expression is specifically limited to that section or clause in question, includes all schedules and exhibits attached theretobear the meaning ascribed to the word or expression throughout this Agreement;
(j) whenever 1.2.11 unless otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a Business Day, the next succeeding Business Day;
1.2.12 days and dates referred to in this Agreement reference is made to a Legal Proceeding or other matter that is “threatened” it shall mean that a demand or statement (oral or written) has been made or a notice (oral or written) has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued are days and dates in the futureRepublic of South Africa;
1.2.13 save to the extent expressly provided for, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a Party;
1.2.14 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail; and
(k) unless otherwise 1.2.15 if any word or term is not defined hereinin this Agreement but is defined in the Act, words that word or abbreviations which have well-known trade meanings are used herein with those meaningsterm shall bear the definition assigned to it in the Act.
Appears in 1 contract
Sources: Underwriting Agreement (Drdgold LTD)