Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 9 contracts
Sources: Voting Agreement (Eidos Therapeutics, Inc.), Voting Agreement (Eidos Therapeutics, Inc.), Voting Agreement (KKR Genetic Disorder L.P.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto, (iiih) the terms defined word “notice” means notice in the singular have a comparable meaning when used in the plural writing (whether or not specifically stated) and vice versa; (iv) any pronoun used in this Agreement shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the corresponding masculineParties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, feminine consent or approval be specific and neutral forms; in writing, whether by written agreement, letter, approved minutes or otherwise (vbut excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” shall be interpreted in the phrase inclusive sense commonly associated with the term “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to any statute include have caused the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated ambiguity or replaced from time uncertainty to time and exist. This Agreement has been prepared in the case of any such amendmentEnglish language, re-enactment, consolidation or replacement, reference herein to a particular provision and the English language shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requirescontrol its interpretation. In addition, all applicable guidelinesnotices required or permitted to be given hereunder, bulletins and all written, electronic, oral, or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In other communications between the event that an ambiguity or a question of intent or interpretation arises, Parties regarding this Agreement shall be construed as if drafted jointly by in the parties, English language. To the extent there is any inconsistency or conflict between the terms and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision conditions of this AgreementAgreement and any Research Plan, the terms and conditions of this Agreement will prevail.
Appears in 9 contracts
Sources: Antibody Discovery and Option Agreement (Cyclerion Therapeutics, Inc.), Antibody Discovery and Option Agreement (Galecto, Inc.), Antibody Discovery and Option Agreement (Galecto, Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and shall not be deemed references to limit or otherwise affect any of the provisions hereofthis Agreement include all Exhibits hereto. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by construed as incorporating also the words phrase “but not limited to” or “without limitation”; (iib) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JRC hereunder “hereunderagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of similar import when used any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Ambiguities, if any, in this Agreement shall refer not be construed against any Party, irrespective of which Party may be deemed to this Agreement as a whole and not to any particular provision of this Agreement; (iii) have authored the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 therewithambiguous provision. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question language of intent or interpretation arises, this Agreement shall be construed as if drafted jointly deemed to be the language mutually chosen by the parties, Parties and no presumption or burden rule of proof strict construction shall arise favoring or disfavoring any party by virtue of be applied against either Party hereto. This Agreement should be interpreted in its entirety and the authorship of any provision fact that certain provisions of this AgreementAgreement may be cross-referenced in a Section shall not be deemed or construed to limit the application of other provisions of this Agreement to such Section and vice versa.
Appears in 9 contracts
Sources: Collaboration and License Agreement (Ambrx Biopharma Inc.), Collaboration and License Agreement (Ambrx Biopharma Inc.), Collaboration and License Agreement (Ambrx Biopharma Inc.)
Interpretation. When This Contract shall, unless otherwise specified herein, be subject to the following rules of interpretation: (a) the singular includes the plural and the plural the singular; (b) words importing any gender include the other genders; (c) references to persons or entities include their permitted successors and assigns; (d) words and terms which include a reference is made in this Agreement to an Articlenumber of constituent parts, Sectionthings or elements, recitalincluding the terms Improvements, preamble or SchedulePermitted Exceptions, such reference Personal Property, Intangible Property and Property, shall be construed as referring separately to an Articleeach constituent part, Sectionthing or element thereof, recitalas well as to all of such constituent parts, preamble things or Schedule of this Agreement unless otherwise indicated. The headings herein elements as a whole; (e) references to statutes are for convenience of reference onlyto be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, do not constitute part of this Agreement amending or replacing the statute referred to; (f) references to agreements and other contractual instruments shall not be deemed to limit include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms; (g) the words “approve” or “consent” or “agree” or derivations of said words or words of similar import mean, unless otherwise affect any expressly provided herein or therein, the prior approval, consent, or agreement in writing of the provisions hereof. Unless person holding the express context right to approve, consent or agree with respect to the matter in question, and the words “require” or “judgment” or “satisfy” or derivations of said words or words of similar import mean the requirement, judgment or satisfaction of the person who may make a requirement or exercise judgment or who must be satisfied, which approval, consent, agreement, requirement, judgment or satisfaction shall, unless otherwise requires: expressly provided herein or therein, be in the sole and absolute discretion of the person holding the right to approve, consent or agree or who may make a requirement or judgment or who must be satisfied; (ih) whenever the words “include,” “includes” or “including” are used in this Agreement, they or words of similar import shall be deemed to be followed by the words “without limitation”; (iii) the words “hereto,” or “hereof,hereby” or “herein” and or “hereof” or “hereunder,” and or words of similar import when used in this Agreement shall import, refer to this Agreement Contract in its entirety; (j) references to sections, articles, paragraphs or clauses are to the sections, articles, paragraphs or clauses of this Contract; and (k) numberings and headings of sections, articles, paragraphs and clauses are inserted as a whole matter of convenience only and shall not affect the construction of this Contract. Seller acknowledges that Seller’s obligations with respect to any particular provision covenant, indemnity, representation or warranty under this Contract which expressly survives the Closing shall be considered a “liability” for purposes of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject member or other thing extends distribution limitation imposed under the organizational laws applicable to Seller and/or its members, shareholders and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementpartners.
Appears in 8 contracts
Sources: Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.), Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.), Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleWhenever the context may require, Sectionany pronoun shall include the corresponding masculine, recitalfeminine, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedand neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; . The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (iia) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “hereto,” herein”, “hereof,” “herein” ”, and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement; hereof, (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ive) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 the words “mutually agree” or “mutual written agreement” shall be read as referring not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such amendedterms except as such Party may determine in such Party’s sole discretion, re-enactedand (f) all references herein to Articles, consolidated Sections, Exhibits, or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement Schedules shall be construed as if drafted jointly by the partiesto refer to Articles, Sections, Exhibits, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision Schedules of this Agreement.
Appears in 8 contracts
Sources: License and Commercialization Agreement (Bellerophon Therapeutics, Inc.), License and Commercialization Agreement (BioLineRx Ltd.), License and Commercialization Agreement (Bellerophon Therapeutics LLC)
Interpretation. When a reference is made in this Agreement The definitions of the terms herein apply equally to an Articlethe singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun will include the corresponding masculine, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedfeminine and neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; .” Unless the context requires otherwise, (iia) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference to any Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (c) any reference herein to any Person will be construed to include the Person’s successors and assigns, (d) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” will not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, except as expressly provided in this Agreement; , (iiif) the terms defined in the singular have as applied to a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculineParty, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends same meaning and such phrase shall not mean simply effect as the word “ifshall,” and (viig) except as otherwise specifically provided herein, all references in this Agreement herein without a reference to any statute include the rules and regulations promulgated thereunderother agreement to Articles, in each case as amendedSections, re-enacted, consolidated Exhibits 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall Schedules will be construed as if drafted jointly by the partiesto refer to Articles, Sections, Exhibits and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision Schedules of this Agreement.
Appears in 7 contracts
Sources: Termination and Revised Relationship Agreement (MEI Pharma, Inc.), Termination and Revised Relationship Agreement (MEI Pharma, Inc.), Strategic Alliance Agreement
Interpretation. When In each Transaction Document, unless a contrary intention appears:
(a) the singular number includes the plural number and vice versa;
(b) reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by the Transaction Documents;
(c) reference to any gender includes each other gender;
(d) reference to day or days without further qualification means calendar days;
(e) reference to any time means New York, New York time;
(f) the term “or” is made in this Agreement not exclusive;
(g) reference to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”;
(h) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor;
(i) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision;
(j) reference to any Event of Default shall not include any Event of Default that has been expressly waived in writing in accordance with the terms of this Agreement; and
(k) where any formulation requires the determination of (i) the greater or greatest of a series of options and two of the available options yield the same result (which result is greater than the result(s) yielded by the other options, if any), then such shared result shall be the result used for such determination, (ii) the words “hereto,” “hereof,” “herein” lesser or least of a series of options and “hereunder” and words two of similar import when the available options yield the same result (which result is less than the result(s) yielded by the other options, if any), then such shared result shall be the result used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; for such determination, (iii) the terms defined in later or latest of a series of options and two of the singular have a comparable meaning when available options yield the same result (which result is later than the result(s) yielded by the other options, if any), then such shared result shall be the result used in the plural for such determination, and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine earlier or earliest of a series of options and neutral forms; two of the available options yield the same result (vwhich result is earlier than the result(s) the term “or” is not exclusive and has the meaning represented yielded by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and options, if any), then such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 shared result shall be read as referring to the result used for 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementdetermination.
Appears in 7 contracts
Sources: Loan and Servicing Agreement, Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (iic) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term word “or” is not exclusive and has shall have the inclusive meaning represented by the phrase commonly associated with “and/or”; (vig) provisions that require that a Party, the word Parties or a committee hereunder “extentagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (h) words of any gender include the phrase “other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to the extent” shall mean the degree to which a subject any specific law, rule or regulation, or article, section or other thing extends and such phrase division thereof, shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement be deemed to any statute include the rules and regulations promulgated thereunderthen-current amendments thereto or any replacement law, in each case as amended, re-enacted, consolidated rule or replaced from time to time and in the case of any such amendment, re-enactment, consolidation regulation thereof; (k) neither Party or replacement, reference herein to a particular provision its Affiliates shall be read as referring deemed to such amended, re-enacted, consolidated or replaced provision and also include, unless be acting “under authority of” the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementother Party.
Appears in 7 contracts
Sources: License Agreement (Erasca, Inc.), License Agreement (Erasca, Inc.), Exclusive Option and License Agreement (Leap Therapeutics, Inc.)
Interpretation. When In this Agreement, unless a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: clear contrary intention appears:
(i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by singular number includes the words “without limitation”; plural number and vice versa;
(ii) reference to any gender includes each other gender;
(iii) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; Article, Section or other subdivision;
(iv) reference to any pronoun used Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this Agreement shall include the corresponding masculine, feminine and neutral forms; clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement;
(v) except as expressly provided to the term “or” is not exclusive contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified, or extended, renewed, refunded, substituted or replaced, and has in effect from time to time in accordance with the meaning represented by terms thereof and, if applicable, the phrase “and/or”; terms hereof, and reference to any Note or other note or Indebtedness or other indebtedness includes any note or indebtedness issued pursuant hereto in extension or renewal or refunding thereof or in substitution or replacement therefor;
(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;
(vii) the word “extentincluding” in (and with correlative meaning “include”) means including, without limiting the phrase generality of any description preceding such term;
(viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and but excluding”;
(viiix) except as otherwise specifically provided herein, all references in this Agreement reference to any statute include the rules and regulations promulgated thereunderlaw, in each case rule or regulation means such as amended, re-enactedmodified, consolidated codified or replaced reenacted, in whole or in part, and in effect from time to time time; and
(x) the words “asset” 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement “property” shall be construed as if drafted jointly by to have the parties, same meaning and no presumption or burden of proof shall arise favoring or disfavoring effect and refer to any party by virtue of the authorship of any provision of this Agreementand all tangible and intangible assets and properties.
Appears in 7 contracts
Sources: Credit Agreement (Kinder Morgan Energy Partners L P), Term Loan Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Kinder Morgan Energy Partners L P)
Interpretation. When a reference is made in (a) In this Agreement to an ArticleAgreement, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: contrary intention appears:
(i) whenever a reference to this Agreement or another instrument includes any variation or replacement of them;
(ii) the words singular includes the plural and vice versa;
(iii) the word “include,person” includes a firm, a body corporate, an unincorporated association, or an authority;
(iv) a reference to one gender includes all genders;
(v) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(vi) an agreement, representation, or warranty on the part of, or in favour of, two or more persons binds, or is for the benefit of them, jointly and severally;
(vii) a provision must not be construed against a party only because that party prepared it; and
(viii) mentioning anything after “includes” or “including” are used in this Agreement, they shall will not limit what else might be deemed to be followed by the words “without limitation”; included.
(iib) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used Headings in this Agreement shall refer to this Agreement as a whole are inserted for convenience and do not to any particular provision of this Agreement; (iii) affect the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(c) A reference to a law, ordinance, code, rule(s) or mandatory guideline includes regulations and other instruments under, and consolidations, amendments, re-enactments, extensions or replacements of that statute, ordinance, code, rule(s) or guideline.
(d) Where the application of a term of this Agreement is inconsistent with a provision of an Energy Law, then to the extent permitted by that Energy Law, that term will prevail. Otherwise, that term will be read down or modified so that it applies in a manner which is consistent with the relevant provision of that Energy Law (as that provision applies in those circumstances) or, if that is not possible, that term (or relevant part) will be severed in accordance with clause 13.5.
(e) Where AGL is required by this Agreement to determine an amount payable by the Customer with reference to a charge, liability, cost, expense, or penalty:
(i) a Notice from AGL as to the amount payable is prima facie evidence of the amount payable and final and binding unless rebutted by the Customer; and
(ii) AGL may take into account the tax deductibility of any such charge, liability, cost, expense or penalty and the assessable nature of any related amount the Customer pays or owes to AGL.
Appears in 7 contracts
Sources: Electricity Sale Agreement, Rolr Deemed Large Customer Retail Arrangement, Rolr Deemed Large Customer Retail Arrangement
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any Unless the context of the provisions hereof. Unless the express context Agreement otherwise requires: (ia) whenever the words “include,” “includes” or “including” headings contained in the Agreement are used solely for convenience and do not constitute a part of the Agreement between the Parties, nor should they be used to aid in this any manner to construe or interpret the Agreement, they shall be deemed to be followed by the words “without limitation”; (iib) the gender of all words “hereto,” used herein shall include the masculine, feminine and neuter and the number of all words shall include the singular and plural words; (c) the terms “hereof,” ”, “herein” and “hereunderhereto” and similar words of similar import when used in this Agreement shall refer to this entire Agreement as a whole and not to any particular provision Article, Section, Appendix, Attachment, Exhibit or any other subdivision of this the Agreement; (iiid) references to “Article”, “Section”, “Appendix”, “Attachment” or “Exhibit” are to the terms defined in the singular have a comparable meaning when used in the plural and vice versaAgreement unless specified otherwise; (ive) reference to “the Agreement”, an Appendix, Attachment, or Exhibit hereto or any pronoun used in this Agreement other agreement or document shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated, and shall include the corresponding masculinea reference to any document which amends, feminine and neutral formsmodifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; (vf) the term “or” is not exclusive references to any law, statute, rule, regulation, notification or statutory provision (including Applicable Laws and has the meaning represented by the phrase “and/or”; (viGovernmental Authorizations) the word “extent” in the phrase “shall be construed as a reference to the extent” shall mean the degree to which a subject same as it may have been, or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced may from time to time and in the case of any such amendmentbe, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated modified or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins reenacted; (g) references to any Person or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement Party shall be construed as if drafted jointly by a reference to such Person’s or Party’s successors and permitted assigns; and (h) references to “includes,” “including” and similar phrases shall mean “including, without limitation.” The Parties collectively have prepared the partiesAgreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue none of the authorship provisions hereof shall be construed against one Party on the ground that such Party is the author of the Agreement or any provision of this Agreementpart hereof.
Appears in 6 contracts
Sources: Fuel Supply Agreement (Gevo, Inc.), Fuel Supply Agreement (Gevo, Inc.), Renewable Hydrocarbons Purchase and Sale Agreement (Gevo, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) Unless the context of this Agreement unless otherwise indicated. The headings requires:
(i) the heading references herein and in the table of contents hereto are for convenience of reference purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless ;
(ii) (A) words of any gender include each other gender and neuter form; (B) words using the express context otherwise requires: singular or plural number also include the plural or singular number, respectively; (iC) whenever derivative forms of defined terms will have correlative meanings; (D) the terms “hereof”, “herein”, “hereby”, “hereto”, “herewith”, “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article”, “Section” and “Exhibit” refer to the specified Article, Section or Exhibit of this Agreement and references to “subparagraphs” or “clauses” shall be to separate subparagraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; and (iiG) the words word “hereto,or” “hereof,” “herein” shall be disjunctive but not exclusive;
(iii) any law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor laws and “hereunder” the related regulations thereunder and words of similar import when published interpretations thereof, and references to any contract or instrument are to that contract or instrument as from time to time amended, modified or supplemented;
(iv) references to any federal, state, local, or foreign statute or law shall include all regulations promulgated thereunder; and
(v) references to any Person include references to such Person’s successors and permitted assigns.
(b) The language used in this Agreement shall refer be deemed to be the language chosen by the parties hereto to express their mutual intent. The parties hereto acknowledge that each party hereto and its attorney has reviewed and participated in the drafting of this Agreement as a whole and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to any particular provision the construction or interpretation of this Agreement; .
(iiic) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in Whenever this Agreement refers to a number of days, such number shall include the corresponding masculinerefer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, feminine and neutral forms; (v) the term “or” such calendar day is not exclusive a Business Day, then such action may be deferred until the next Business Day.
(d) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and has if the meaning represented by last day of such period is not a Business Day, the phrase “and/or”; period shall end on the next succeeding Business Day.
(vie) the word “extent” in the The phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”.
(f) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (viiincluding electronic media) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 visible form.
(g) Any Person shall be read as referring deemed to “beneficially own”, to have “beneficial ownership” of, or to be “beneficially owning” any securities (which securities shall also be deemed “beneficially owned” by such amended, re-enacted, consolidated or replaced provision Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and also include, unless 13d-5 under the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementExchange Act.
Appears in 6 contracts
Sources: Registration Rights Agreement (Amentum Holdings, Inc.), Stockholders Agreement (Amentum Holdings, Inc.), Stockholders Agreement (Amazon Holdco Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto, (iiih) the terms defined word “notice” means notice in the singular have a comparable meaning when used in the plural writing (whether or not specifically stated) and vice versa; (iv) any pronoun used in this Agreement shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the corresponding masculineParties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, feminine consent or approval be specific and neutral forms; in writing, whether by written agreement, letter, approved minutes or otherwise (vbut excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” shall be interpreted in the phrase inclusive sense commonly associated with the term “to the extentor.” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to any statute include have caused the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated ambiguity or replaced from time uncertainty to time and exist. This Agreement has been prepared in the case of any such amendmentEnglish language, re-enactment, consolidation or replacement, reference herein to a particular provision and the English language shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requirescontrol its interpretation. In addition, all applicable guidelinesnotices required or permitted to be given hereunder, bulletins and all written, electronic, oral, or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In other communications between the event that an ambiguity or a question of intent or interpretation arises, Parties regarding this Agreement shall be construed as if drafted jointly by in the parties, English language. To the extent there is any inconsistency or conflict between the terms and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision conditions of this AgreementAgreement and any exhibit, the terms and conditions of this Agreement will prevail.
Appears in 6 contracts
Sources: License Agreement (Apogee Therapeutics, Inc.), License Agreement (Crescent Biopharma, Inc.), License Agreement (Apogee Therapeutics, Inc.)
Interpretation. When a As used in this Agreement and required by the context, the singular and plural shall be deemed to include all genders; words importing persons shall include partnerships, corporations and other entities; when reference is made in this Agreement to an Article, Section, recital, preamble Schedule or ScheduleExhibit, such reference shall be to an Article, Section, recital, preamble Schedule or Schedule Exhibit of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement ; and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words terms “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “heretoherein,” “hereof,” “herein” and “hereunder” and words of or other similar import when used in this Agreement shall terms, refer to this Agreement as a whole and not only to the particular sentence, subsection or section in which any particular such term may be employed. Whenever in this Agreement the word “including” is used, it shall be deemed to be for purposes of identifying only one or more of the possible alternatives, and the entire provision of this Agreement; (iii) in which such word appears shall be read as if the terms defined in the singular have a comparable meaning when phrase “including without limitation” were actually used in the plural text. The section headings herein are for convenience only and vice versa; shall not affect the construction hereof. All references to dollars (ivor the symbol “$”) contained herein shall be deemed to refer to United States dollars. Where any pronoun used provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall include be applicable whether the corresponding masculineaction in question is taken directly or indirectly by such Person. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, feminine and neutral forms; (v) the term “or” is not exclusive and has the inclusive meaning represented by the phrase “and/or”; (vi) . With regard to each and every term and condition of this Agreement, the word “extent” in Parties understand and agree that the phrase “same have or has been mutually negotiated, prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the extent” shall mean the degree to issue of which a subject Party actually prepared, drafted or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to requested any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated term 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision condition of this Agreement.
Appears in 6 contracts
Sources: Interest Purchase Agreement, Asset Purchase Agreement (Erp Operating LTD Partnership), Asset Purchase Agreement (Avalonbay Communities Inc)
Interpretation. When a reference is made in this Agreement Unless the context otherwise clearly requires:
(a) The definitions of terms herein shall apply equally to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement the singular and shall not be deemed to limit or otherwise affect any plural forms of the provisions hereof. Unless terms defined;
(b) Whenever the express context otherwise requires: may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;
(ic) whenever the The words “"include,” “", "includes” or “" and "including” are used in this Agreement, they " shall be deemed to be followed by the words “phrase "without limitation”; ";
(iid) The word "will" shall be construed to have the same meaning and effect as the word "shall";
(e) Any reference herein to any Person, or to any Person in a specified capacity, shall be construed to include such Person's successors and assigns or such Person's successors in such capacity, as the case may be;
(f) The words “hereto,” “"herein", "hereof,” “herein” and “"hereunder” ", and words of similar import when used in this Agreement import, shall be construed to refer to this Direct Agreement as a whole in its entirety and not to any particular provision hereof;
(g) All references herein to Sections and Schedules shall be construed to refer to Sections of and Schedules to this Direct Agreement. Any Schedules to this Direct Agreement are an integral part hereof. The provisions of this Agreement; Direct Agreement shall prevail over the provisions of any Schedules to the extent of any inconsistency;
(iiih) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun The headings used in this Direct Agreement shall include are for convenience of reference only and are not to affect the corresponding masculine, feminine and neutral forms; construction of or to be taken into consideration in interpreting this Direct Agreement;
(vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “References herein to this Direct Agreement or to any other agreement or document relating to the extent” shall mean Project includes a reference to this Direct Agreement, or, as the degree to which a subject case may be, such other agreement or other thing extends and such phrase shall not mean simply “if” and (vii) except document as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced amended from time to time time; and
(j) Winding-up", "liquidation", "dissolution", "insolvency", "adjustment" or "reorganization" of a Person and in references to the case "liquidator", "assignee", "administrator", "receiver", "custodian", "conservator" "sequestrator" or "trustee" 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement Person shall be construed so as if drafted jointly by to include any equivalent or analogous proceedings or, as the partiescase may be, and no presumption insolvency representatives or burden of proof shall arise favoring or disfavoring any party by virtue officers under the law of the authorship jurisdiction in which such Person is incorporated, organized or constituted or any jurisdiction in which such Person or, as the case may be, insolvency representative or officer carries on business including the seeking of any provision winding up, liquidation, dissolution, reorganization, administration, arrangement, adjustment or relief of this Agreementdebtors.
Appears in 6 contracts
Sources: Project Lease, Project Lease, Project Lease
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Schedules or Exhibits will be construed to refer to Sections, Schedules or Exhibits of this Agreement; , and references to this Agreement include all Schedules and Exhibits hereto, (iiih) provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes, e-mail or otherwise (but excluding text messaging or instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the singular have a comparable meaning when used in the plural and vice versa; then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (ivj) any pronoun used in this Agreement shall include the corresponding masculine, feminine action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 6 contracts
Sources: Strategic Collaboration and License Agreement (Entrada Therapeutics, Inc.), Sublicense Agreement (Entrada Therapeutics, Inc.), Strategic Collaboration and License Agreement (Entrada Therapeutics, Inc.)
Interpretation. Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(a) The section and sub-section headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation hereof.
(b) When a reference is made in this Agreement to an Articlea section, Section, recital, preamble paragraph or Scheduleclause, such reference shall will be to an Articlea section, Section, recital, preamble paragraph or Schedule of this Agreement clause hereof unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed clearly indicated to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: contrary.
(ic) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation.”;
(iid) the The words “hereto,” “hereof,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; .
(iiie) the terms The meaning assigned to each term defined in herein will be equally applicable to both the singular and the plural forms of such term, and words denoting any gender will include all genders. Where a word or phrase is defined herein, each of its other grammatical forms will have a comparable meaning when used in the plural and vice versa; corresponding meaning.
(ivf) A reference to any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “period of days will be deemed to be to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case relevant number 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 includecalendar days, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. specified.
(g) The parties Parties have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the partiesParties, and no presumption or burden of proof shall will arise favoring or disfavoring any party Party by virtue of the authorship of any provision provisions hereof.
(h) Any statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such statute or rule as from time to time amended, modified or supplemented, including by succession of this Agreementcomparable successor statutes or rules and references to all attachments thereto and instruments incorporated therein.
Appears in 6 contracts
Sources: Office Space and Related Services Agreement, Services Agreement, Office Space and Related Services Agreement (Mosaic Acquisition Corp.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (iic) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term word “or” is not exclusive and has shall have the inclusive meaning represented by the phrase commonly associated with “and/or”; (vig) provisions that require that a Party, the word Parties or a committee hereunder “extentagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (h) words of any gender include the phrase “other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to the extent” shall mean the degree to which a subject any specific law, rule or regulation, or article, section or other thing extends and such phrase division thereof, shall not mean simply “if” be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (viik) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 neither Party shall be read as referring deemed 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue acting on behalf of the authorship of any provision of this Agreementother Party.
Appears in 5 contracts
Sources: Platform Technology Transfer and License Agreement, Collaboration and License Agreement (Zymeworks Inc.), Platform Technology Transfer and License Agreement (Zymeworks Inc.)
Interpretation. When The following rules apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply:
(a) A reference to:
(i) a party to this Agreement or to any other document or agreement includes a successor, permitted substitute or a permitted assign of that party;
(ii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
(iii) conduct includes any omission, representation, statement or undertaking, whether or not in writing;
(iv) anything (including a right, obligation or concept) includes each part of it; and
(v) except as otherwise provided, a reference to a period of time (including without limitation, a year, a month and a day) is made to a calendar period;
(b) A singular word includes the plural, and vice versa and a word which suggests one gender includes any gender;
(c) If a word is defined, another part of speech has a corresponding meaning;
(d) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. Specifying anything in this Agreement document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to an Article, Section, recital, preamble the contrary;
(e) A reference to dollars or Schedule, such reference shall be $ is to an Article, Section, recital, preamble or Schedule of this Agreement Australian currency unless otherwise indicated. The headings specified;
(f) Interpretation of any covenant clause or word mentioned herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed restricted by reference to limit any other covenant clause or otherwise affect any word mentioned herein or by the juxtaposition of the provisions hereof. Unless same; and
(g) This Agreement constitutes the express context otherwise requires: entire agreement between the parties concerning its subject matter and no discussion or correspondence referring to that subject matter shall be binding unless expressly incorporated in this document.
(h) The parties agree that, to the extent that it is legally permissible to contract out of those laws:
(i) whenever the words “include,” “includes” or “including” are used in Frustrated Contracts Act 1978 (NSW) does not apply to this Agreement, they shall be deemed to be followed by the words “without limitation”; ;
(ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in parties intend this Agreement shall refer to this Agreement as a whole regulate their bargain to the exclusion of the provisions for frustrated contracts contained in the Australian Consumer Law and not to any particular provision of this AgreementFair Trading Act 2012 (Vic) and the Frustrated Contracts Act 1988 (SA); and
(iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” no other applicable legislation for frustration of contract is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree apply to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 5 contracts
Sources: Sponsorship Agreement, Sponsorship Agreement, Sponsorship Agreement
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement unless otherwise indicated. and, therefore waive the application of any law, regulation, holding 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) The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein,” “hereby,” “hereunder” and “hereunderhereof,” and words of similar import when used in this Agreement shall import, refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of this Agreement; similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (iiiin its various forms) the means including without limitation.
(c) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular have a comparable meaning when used in form shall be construed to include the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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.
(d) References herein to any Person shall include such Person’s successors and assigns; provided, all applicable guidelineshowever, bulletins that nothing contained in this clause (d) is intended to authorize any assignment or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly transfer not otherwise permitted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(e) References herein to any Law shall be deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
(f) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof, except that with respect to any Contract listed on any schedule hereto, all such amendments, supplements or modifications must also be listed on such schedule.
(g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be considered in construing or interpreting this Agreement.
(h) Unless otherwise expressly provided herein to the contrary, accounting terms shall have the meaning given by U.S. generally accepted accounting principles.
Appears in 5 contracts
Sources: Contribution, Conveyance and Assumption Agreement (Northern Tier Energy LP), Contribution, Conveyance and Assumption Agreement (Western Refining, Inc.), Contribution, Conveyance and Assumption Agreement
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits or Schedules of this Agreement; , and references to this Agreement include all Exhibits and Schedules hereto, (iiih) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (excluding e-mail or instant messaging, but a comparable meaning when used in the plural and vice versa; signed PDF document being acceptable), (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof, and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 5 contracts
Sources: Collaboration Agreement (BioNTech SE), Collaboration Agreement, Collaboration Agreement (BioNTech SE)
Interpretation. (a) Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:
(i) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(ii) When a reference is made in this Agreement to an Articlearticle, Sectionsection, recitalparagraph, preamble or Scheduleschedule, such reference shall be to an Articlearticle, Sectionsection, recitalparagraph, preamble or Schedule schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: Agreement.
(iiii) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation.”;
(iiiv) the The words “hereto,” “hereof,” “herein” and “hereunderherewith” and words of similar import when used in this Agreement shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; .
(v) the term The word “or” is shall not exclusive and has the meaning represented by the phrase “and/or”; be exclusive.
(vi) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(vii) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.
(viii) A reference to “extent$,” in the phrase “to the extentU.S. dollars” or “dollars” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and legal tender of the United States of America.
(viiix) except as otherwise specifically provided herein, all references in this Agreement A reference to any statute legislation or to any provision of any legislation shall include the rules and regulations promulgated thereunderany amendment thereto, in each case as amended, any modification or re-enactedenactment thereof, consolidated any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or replaced from time pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).
(x) A reference to time and in the case any period of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision days shall be read as referring deemed to such amended, re-enacted, consolidated or replaced provision and also include, be to the relevant number of calendar days unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. specified.
(xi) The parties have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.
(xii) All schedules are incorporated in and made a part of this Agreement as if set forth in full herein.
Appears in 5 contracts
Sources: Voting Agreement, Voting Agreement (Tannenbaum Leonard M), Voting Agreement (Tannenbaum Leonard M)
Interpretation. When a reference is made in this Agreement to an ArticleIn each Transaction Agreement, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The specified or where the context otherwise requires:
(a) the Section and paragraph headings herein contained in such Transaction Agreement are for convenience of reference only, do not constitute part of this Agreement purposes only and shall not be deemed affect in any way the meaning or interpretation of such Transaction Agreement;
(b) a reference to limit or otherwise affect a Preamble is to the relevant Preamble to such Transaction Agreement, to a Recital is to the relevant Recital to such Transaction Agreement, to a Section is to the relevant Section of such Transaction Agreement, to an Exhibit is to the relevant Exhibit to such Transaction Agreement, a reference to a Schedule is to the relevant Schedule of such Transaction Agreement and to an Annex is to the relevant Annex to such Transaction Agreement;
(c) words importing any of gender shall include other genders;
(d) words importing the provisions hereof. Unless singular only shall include the express context otherwise requires: plural and vice versa;
(ie) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; ;
(iif) the words “hereto,” “hereof,” ”, “herein”, “hereunder” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this such Transaction Agreement as a whole and not to any particular provision of this such Transaction Agreement;
(g) references to any Person shall include such Person’s successors and permitted assigns;
(h) references to currency, monetary values, dollars or “$” set forth herein shall mean United States (U.S.) dollars; and
(iiii) the terms unless otherwise expressly provided therein, any Contract or Law defined or referred to therein or in any Contract that is referred to therein means such Contract or Law as from time to time amended, modified or supplemented, including (in the singular have case of a comparable meaning when used Contract) by waiver or consent and (in the plural case of a Law) by succession of comparable successor Laws and vice versa; (iv) any pronoun used reference to a Contract shall be deemed to include all attachments thereto and instruments incorporated therein, and any reference in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Transaction Agreement to a Law shall be deemed to include any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 5 contracts
Sources: Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.)
Interpretation. When a reference is made in (a) Unless the context of this Agreement otherwise requires:
(i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to an this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, recitalAnnex, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble Exhibit or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and references to “paragraphs” or “clauses” shall not be deemed to limit separate paragraphs or otherwise affect any clauses of the provisions hereof. Unless section or subsection in which the express context otherwise requires: reference occurs; (iF) whenever the words word “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; ,” and (G) the word “or” shall be disjunctive but not exclusive;
(ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the words “hereto,” “terms hereof,” “herein” , as applicable, and “hereunder” in effect at any given time (and, in the case of any Law, to any successor provisions);
(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and
(iv) references to any Person include references to such Person’s successors and words permitted assigns, and in the case of similar import when any Governmental Authority, to any Person succeeding to its functions and capacities.
(b) The language used in this Agreement shall refer be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement as a whole and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to any particular provision the construction or interpretation of this Agreement; .
(iiic) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in Whenever this Agreement refers to a number of days, such number shall include the corresponding masculinerefer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, feminine and neutral forms; (v) the term “or” such calendar day is not exclusive and has a Business Day, then such action may be deferred until the meaning represented by the phrase “and/or”; next Business Day.
(vid) the The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.”
(e) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (viiincluding electronic media) except as otherwise specifically provided herein, all references in this Agreement a visible form.
(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to any statute include the rules and regulations promulgated 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, them under GAAP unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 5 contracts
Sources: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Corp), Separation and Distribution Agreement (BBX Capital Florida LLC)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto, (iiih) the terms defined word “notice” means notice in the singular have a comparable meaning when used in the plural writing (whether or not specifically stated) and vice versa; (iv) any pronoun used in this Agreement shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the corresponding masculineParties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, feminine consent or approval be specific and neutral forms; in writing, whether by written agreement, letter, approved minutes or otherwise (vbut excluding e-mail and instant messaging), (j) references to any specific law, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law thereof, and (k) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” shall be interpreted in the phrase inclusive sense commonly associated with the term “to the extentor.” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to any statute include have caused the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated ambiguity or replaced from time uncertainty to time and exist. This Agreement has been prepared in the case of any such amendmentEnglish language, re-enactment, consolidation or replacement, reference herein to a particular provision and the English language shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requirescontrol its interpretation. In addition, all applicable guidelinesnotices required or permitted to be given hereunder, bulletins and all written, electronic, oral, or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In other communications between the event that an ambiguity or a question of intent or interpretation arises, Parties regarding this Agreement shall be construed as if drafted jointly by in the parties, English language. To the extent there is any inconsistency or conflict between the terms and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision conditions of this AgreementAgreement and any Exhibit, the terms and conditions of this Agreement will prevail.
Appears in 5 contracts
Sources: License Agreement (Oruka Therapeutics, Inc.), Il 17 License Agreement (Oruka Therapeutics, Inc.), License Agreement (Spyre Therapeutics, Inc.)
Interpretation. When a reference is made The following rules of interpretation shall apply in this Agreement to an ArticlePlan of Arrangement unless something in the subject matter or context is inconsistent therewith:
(a) the singular includes the plural and vice versa;
(b) the word “or” shall not be exclusive unless the context requires;
(c) where a word or phrase is defined, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule its other grammatical forms have a corresponding meaning;
(d) the headings in this Plan of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute Arrangement form no part of this Agreement Plan of Arrangement and are deemed to have been inserted for convenience only and shall not be deemed to limit affect the construction or otherwise affect interpretation of any of its provisions;
(e) all references in this Plan of Arrangement shall be read with such changes in number and gender that the provisions hereof. Unless context may require;
(f) references to “Articles,” “Sections” and “Recitals” refer to articles, sections and recitals of this Plan of Arrangement;
(g) the express context otherwise requires: (i) whenever use of the words “include,including” or “includes” followed by a specific example or “including” are used examples shall not be construed as limiting the meaning of the general wording preceding it;
(h) the rule of construction that, in this Agreementthe event of ambiguity, they the contract shall be deemed to be followed by interpreted against the words “without limitation”; party responsible for the drafting or preparation of this Plan of Arrangement, shall not apply;
(iii) the words “heretoherein,” “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement Plan of Arrangement as a whole and not to any particular provision of this Agreement; Section or other subdivision;
(iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivj) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” reference to a statute is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “a reference to the extent” shall mean the degree to which a subject or other thing extends applicable statute and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereundermade pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute, rule or regulation that has the effect of supplementing or superseding such statute, rule or regulation;
(k) unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, any reference to a specific agreement, contract or document in this Plan of Arrangement is to that agreement, contract or document, including all schedules, appendices and exhibits thereto, in each case its current form or as amended, re-enacted, consolidated or replaced it may from time to time be amended, supplemented, varied, novated, extended, altered, replaced or changed;
(l) in this Plan of Arrangement, an agreement, representation or warranty for two or more persons is for the benefit of them jointly and in the case each of any such amendmentthem individually and an agreement, re-enactment, consolidation representation or replacement, warranty by two or more persons binds them jointly and each of them individually. A reference herein to a particular provision shall be read as referring group of persons or things is a reference to such amended, re-enacted, consolidated them jointly or replaced provision and also include, unless individually; and
(m) the context otherwise requires, all applicable guidelines, bulletins words “written” or policies made “in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In writing” include printing or any electronic means of communication capable of being visibly reproduced at the event that an ambiguity point of reception including fax or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementemail.
Appears in 5 contracts
Sources: Amendment Agreement (Xos, Inc.), Amendment Agreement (Electrameccanica Vehicles Corp.), Amendment Agreement (Electrameccanica Vehicles Corp.)
Interpretation. When a reference is made in In this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 includeLSA, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or : reference to a question of intent or interpretation arises, this Agreement ‘person’ shall be construed so as if drafted jointly to include any person, individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality); reference to a ‘company’ shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; reference to any person or company includes references to that person’s or company’s successors and permitted assignees; the singular includes the plural and vice versa as appropriate, except where appropriate for the terms Shipper, Party and Terminal Operator; reference to any gender includes the other gender; unless otherwise specifically stated, references to an ‘Attachment’ and a ‘Clause’ shall be to an attachment and a clause in this LSA; unless otherwise specifically stated, references to ‘GC’ shall be to a section in the General Conditions; unless otherwise specifically stated, references to ‘SC’ shall be to a section in the Services Confirmation; unless otherwise specifically stated, references to ‘AC’ shall be to a section in the LNG Access Code; headings and the table of contents are inserted for convenience only and do not affect the construction or interpretation of this LSA; unless otherwise stated, reference to an agreement, instrument or procedures is to the same as amended, novated, modified or replaced from time to time; reference to a statute, by-law, regulation, rule, delegated legislation or order is to the same as amended, modified or replaced, from time to time, and to any by-law, regulation, rule, delegated legislation or order made there under; and in case an index or reference used or referred to in this LSA ceases to be available or is materially changed or affected in its content, or no longer reflects the price of the commodity it refers to at the place it refers to, or the methodology used to calculate the index is materially altered as compared to how it was calculated at the date of execution of this LSA, Terminal Operator shall, after having consulted with the Shipper and the Other Shippers, provide an appropriate adjustment or replacement of such index in order to achieve as accurately as possible the objectives which were at the basis of the choice of the original index. Such adjustment or replacement shall apply automatically, as the case may be after consultation of the concerned users and the approval by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement▇▇▇▇.
Appears in 4 contracts
Sources: LNG Services Agreement, LNG Services Agreement, LNG Services Agreement
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) In the interpretation of this Agreement unless otherwise indicated. The headings herein are for convenience of reference onlyUndertaking, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the following provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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, apply unless the context otherwise requires: a reference to this Undertaking includes all of the provisions of this document including its schedules; headings are inserted for convenience only and do not affect the interpretation of this Undertaking; if the day on which any act, all applicable guidelinesmatter or thing is to be done under this Undertaking is not a Business Day, bulletins the act, matter or policies made thing must be done on the next Business Day; a reference in connection therewith. The parties this Undertaking to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision; a reference in this Undertaking to any company includes its Related Bodies Corporate; a reference in this Undertaking to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced; a reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Undertaking; an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency; where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning; a word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders; a reference to the words 'such as', 'including', 'particularly' and similar expressions is to be construed without limitation; a construction that would promote the purpose- or object- underlying the Undertaking (whether expressly stated or not) will be preferred to a construction that would not promote that purpose or object; material not forming part of this Undertaking may be considered to:
(A) confirm the meaning of a clause is the ordinary meaning conveyed by the text of the clause, taking into account its context in the Undertaking and the competition concerns intended to be addressed by the Undertaking and the clause in question; or
(B) determine the meaning of the clause when the ordinary meaning conveyed by the text of the clause, taking into account its context in the Undertaking and the purpose or object underlying the Undertaking, leads to a result that does not promote the purpose or object underlying the Undertaking; in determining whether consideration should be given to any material in accordance with paragraph (xiii), or in considering any weight to be given to any such material, regard must be had, in addition to any other relevant matters, to the:
(A) effect that reliance on the ordinary meaning conveyed by the text of the clause would, have participated jointly (taking into account its context in negotiating the Undertaking and drafting this Agreement. In whether that meaning promotes the event purpose or object of the Undertaking); and
(B) need to ensure that an ambiguity the result of the Undertaking is to completely address any ACCC competition concerns; the ACCC may authorise the ACCC Mergers and Adjudication Group, a member of the ACCC or a question member of intent the ACCC staff, to exercise a decision making function under this Undertaking on its behalf and that authorisation may be subject to any conditions which the ACCC may impose; in performing its obligations under this Undertaking, Sea Swift will do everything reasonably within its power to ensure that its performance of those obligations is done in a manner which is consistent with promoting the purpose and object of this Undertaking; a reference to:
(A) a thing (including, but not limited to, a chose in action or interpretation arisesother right) includes a part of that thing;
(B) a party includes its successors and permitted assignees; and
(C) a monetary amount is in Australian dollars. 889 040) of 41–▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, this Agreement shall be construed as if drafted jointly by the parties▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (Sea Swift) Sea ▇▇▇▇▇ agrees to provide, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue the Shipper agrees to engage, Sea Swift to provide the services on the terms below and in the attached Service Conditions and Schedules. 2 Access Service and Additional Services (if any): [to be specified] 3 Wharfage volume [insert approximate cargo volume] 4 Ancillary Services (provided at election of the authorship Shipper): [insert as applicable] 5 Sea Swift’s Service Conditions applicable to the Services: [Standard Stevedoring Conditions] [Standard Warehousing Conditions] Sea Swift Terms & Conditions of any provision of this Agreement.Carriage Sea Swift Credit Terms
Appears in 4 contracts
Sources: Access Agreement, Access Agreement, Access Agreement
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Schedules or Exhibits will be construed to refer to Sections, Schedules or Exhibits of this Agreement; , and references to this Agreement include all Schedules and Exhibits hereto, (iiih) the terms defined word “notice” will mean notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the plural and vice versa; then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (ivk) any pronoun used in this Agreement shall include the corresponding masculinedefinition of or reference to any agreement, feminine instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), and neutral forms; (vl) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 4 contracts
Sources: License and Collaboration Agreement (Adicet Bio, Inc.), Strategic Collaboration, Option and License Agreement, Research Collaboration Agreement (CRISPR Therapeutics AG)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. (a) The headings herein are for convenience of reference only, do not constitute part Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and shall not therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be deemed to limit construed against the Party drafting such agreement or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: document.
(ib) whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein,” “hereby,” “hereunder” and “hereunderhereof,” and words of similar import when used in this Agreement shall import, refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of this Agreement; similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (iiiin its various forms) the means including without limitation.
(c) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular have a comparable meaning when used in form shall be construed to include the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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.
(d) References herein to any Person shall include such Person’s successors and assigns; provided, all applicable guidelineshowever, bulletins that nothing contained in this clause (d) is intended to authorize any assignment or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly transfer not otherwise permitted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(e) References herein to any Law shall be deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
(f) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof.
(g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be considered in construing or interpreting this Agreement.
(h) Unless otherwise expressly provided herein to the contrary, accounting terms shall have the meaning given by GAAP.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Rice Midstream Partners LP), Purchase and Sale Agreement (Rice Energy Inc.), Purchase and Sale Agreement (Rice Midstream Partners LP)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity will be construed to include the person’s or entity’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Schedules will be construed to refer to Sections or Schedules of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent,” or “approve” or the like will require that such agreement, consent or approval be specific and in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and vice versa; instant messaging), (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine and neutral forms; rule or regulation thereof, (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” and (viil) except as otherwise specifically provided herein, all references in this Agreement to any statute Articles or Sections include Sections and subsections that are part of the rules related Section (e.g., a Section numbered “Section 2.2” would be part of “Article 2”, and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time references to time and “Section 2.2” would also refer to material contained in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read subsection described 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement“Section 2.2(a)”).
Appears in 4 contracts
Sources: License Agreement (Metsera, Inc.), License Agreement (Metsera, Inc.), License Agreement (Metsera, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa); (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation” and will not be interpreted to limit the provision to which it relates; (c) the word “shall” will be construed to have the same meaning and effect as the word “will”; (iid) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (e) any reference herein to any Person will be construed to include the Person’s successors and assigns; (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement in each of their entirety, as a whole the context requires, and not to any particular provision hereof; (g) all references herein to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement; (iiii) provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in the singular have a comparable meaning when used in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and vice versainstant messaging); (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof; and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 4 contracts
Sources: Collaboration Agreement (Coherus BioSciences, Inc.), Collaboration Agreement (Surface Oncology, Inc.), Collaboration Agreement (Surface Oncology, Inc.)
Interpretation. When a reference is made (a) As used in this Agreement Agreement, references to an Articlethe following terms have the meanings indicated: (i) to the Preamble or to the Recitals, SectionSections, recitalArticles or Schedules are to the Preamble or a Recital, preamble Section or ScheduleArticle of, such reference shall be to an Articleor a Schedule to, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are for convenience to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of reference onlyany Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, do not constitute part Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of February 7, 2020; and (viii) to “this Agreement” includes the provisions hereof. Unless the express context otherwise requires: Schedule to this Agreement.
(ib) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) the words .” The word “hereto,or” “hereof,” “herein” and “hereunder” and words of similar import when used shall not be exclusive. Any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a whole calendar day.
(d) The headings contained in this Agreement are for reference purposes only and will not to affect in any particular provision way the meaning or interpretation of this Agreement; .
(iiie) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 References to a particular provision shall be read as referring “party” hereto means Parent, the Company or a Shareholder and references to such amended“parties” hereto means Parent, re-enacted, consolidated or replaced provision the Company and also include, the Shareholders unless the context otherwise requires.
(f) References to “dollars” or “$” mean United States dollars, all applicable guidelines, bulletins or policies made in connection therewith. unless otherwise clearly indicated to the contrary.
(g) The parties hereto have participated jointly in negotiating the negotiation and drafting of this Agreement. In ; consequently, in the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted jointly by the parties, parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.
(h) No summary of this Agreement prepared by or on behalf of any party hereto shall affect the meaning or interpretation of this Agreement.
(i) All capitalized terms used without definition in the Schedule to this Agreement shall have the meanings ascribed to such terms in this Agreement.
Appears in 4 contracts
Sources: Voting Agreement (Blackstone Holdings III L.P.), Voting Agreement (Blackstone Holdings III L.P.), Voting Agreement (FGL Holdings)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context otherwise requires, Sectionwherever used, recitalthe singular shall include the plural, preamble or Schedulethe plural the singular, such reference the use of any gender shall be applicable to an Article, Section, recital, preamble or Schedule all genders and the word “or” is used in the inclusive sense (and/or). The captions of this Agreement unless otherwise indicated. The headings herein are for convenience of reference onlyonly and in no way define, do not constitute part describe, extend, or limit the scope or intent of this Agreement and shall not be deemed to limit or otherwise affect the intent of any of the provisions hereofprovision contained in this Agreement. Unless the express context otherwise requires: (i) whenever the words The term “including,” “include,” or “includes” as used herein shall mean including, without limiting the generality of any description preceding such term. Unless the context requires otherwise, (i) any definition of or “including” are used in this Agreementreference to any agreement, they shall instrument or other document herein will be deemed construed as referring to be followed by the words “without limitation”; such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any applicable Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (iii) any reference herein to any person will be construed to include the person’s successors and permitted assigns, (iv) the words “hereto,” herein”, “hereof,” “herein” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (v) any reference herein to the words “mutually agree” or “mutual written agreement” will not impose any obligation on either Party to agree to any terms relating thereto relating to such terms except as such Party may determine in such Party’s sole discretion, (vi) all references herein to Sections or Exhibits will be construed to refer to Sections and Exhibits to this Agreement, (vii) the word “days” means calendar days unless otherwise specified, (viii) except as otherwise expressly provided herein all references to “$” or “dollars” refer to the lawful money of the U.S., and (ix) the words “copy” and “copies” and words of similar import when used in this Agreement shall refer include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to which such words apply. The headings of each Article and Section in this Agreement as a whole have been inserted for convenience of reference only and are not intended to any limit or expand on the meaning of the language contained in the particular provision Article or Section. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement; (iii) , the Parties agree that no presumption will apply against the Party which drafted such terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used provisions. The language in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementin all cases according to its fair meaning.
Appears in 4 contracts
Sources: Strategic Collaboration Agreement (Aimmune Therapeutics, Inc.), Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Strategic Collaboration Agreement (Aimmune Therapeutics, Inc.)
Interpretation. When a reference is made in (a) Unless the context of this Agreement otherwise requires:
(i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to an this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, recitalAnnex, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble Exhibit or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and references to “paragraphs” or “clauses” shall not be deemed to limit separate paragraphs or otherwise affect any clauses of the provisions hereof. Unless section or subsection in which the express context otherwise requires: reference occurs; (iF) whenever the words word “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; ,” and (G) the word “or” shall be disjunctive but not exclusive;
(ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the words “hereto,” “terms hereof,” “herein” , as applicable, and “hereunder” in effect at any given time (and, in the case of any Law, to any successor provisions);
(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and
(iv) references to any Person include references to such Person’s successors and words permitted assigns, and in the case of similar import when any Governmental Authority, to any Person succeeding to its functions and capacities.
(b) The language used in this Agreement shall refer be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement as a whole and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to any particular provision the construction or interpretation of this Agreement; .
(iiic) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in Whenever this Agreement refers to a number of days, such number shall include the corresponding masculinerefer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, feminine and neutral forms; (v) the term “or” such calendar day is not exclusive and has a Business Day, then such action may be deferred until the meaning represented by the phrase “and/or”; next Business Day.
(vid) the The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.”
(e) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (viiincluding electronic media) except as otherwise specifically provided herein, all references in this Agreement a visible form.
(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to any statute include the rules and regulations promulgated 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, them under GAAP unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement .
(g) All monetary figures shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementin United States dollars unless otherwise specified.
Appears in 4 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Cogint, Inc.), Separation and Distribution Agreement (Red Violet, Inc.)
Interpretation. When a reference is made in (a) Unless the context of this Agreement otherwise requires:
(i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to an this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, recitalAnnex, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble Exhibit or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and references to “paragraphs” or “clauses” shall not be deemed to limit separate paragraphs or otherwise affect any clauses of the provisions hereof. Unless Section or subsection in which the express context otherwise requires: reference occurs; (iF) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; and (G) the word “or” shall be disjunctive but not exclusive;
(ii) any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the words “hereto,” “hereof,” “herein” case of statutes) by succession of comparable successor Laws and “hereunder” the related regulations thereunder and words published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented;
(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and
(iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of similar import when any Governmental Authority, to any Person succeeding to its functions and capacities.
(b) The language used in this Agreement shall refer be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement as a whole and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to any particular provision the construction or interpretation of this Agreement; .
(iiic) Nothing herein (including the terms defined Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the singular have a comparable meaning when used in the plural and vice versa; performance or observance of any term or provisions of any Contract or any Law.
(ivd) any pronoun used in Whenever this Agreement refers to a number of days, such number shall include the corresponding masculinerefer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, feminine and neutral forms; (v) the term “or” such calendar day is not exclusive a Business Day, then such action may be deferred until the next Business Day.
(e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and has if the meaning represented by last day of such period is not a Business Day, the phrase “and/or”; period shall end on the next succeeding Business Day.
(vif) the word “extent” in the The phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.”
(g) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (viiincluding electronic media) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 visible form.
(h) All monetary figures shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, in United States dollars unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementspecified.
Appears in 4 contracts
Sources: Distribution Agreement (Octave Intelligence PLC), Tax Disaffiliation Agreement (Octave Intelligence PLC), Distribution Agreement (Octave Intelligence PLC)
Interpretation. When a Headings used herein are for convenience only and shall not in any way affect the construction of or be taken into consideration in interpreting this Agreement. The terms of this Agreement represent the results of negotiations between the Parties and their representatives, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic, or otherwise. Accordingly, the terms of this Agreement shall be interpreted and construed in accordance with the definitions for such terms provided herein or, if no such definitions arc provided, with their usual and customary meanings, and each of the Parties hereby waives the application in connection with the interpretation and construction of this Agreement of any rule of Applicable Laws to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement. Any reference is made in this Agreement to an Article, Section, recitalsubsection, preamble paragraph, clause, Exhibit, or Schedule, such reference Schedule shall be deemed to an be a reference to any Article, Section, recitalsubsection, preamble paragraph, clause, Exhibit, or Schedule Schedule, of or to, as the case may be, this Agreement unless otherwise indicatedAgreement. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of Except where the provisions hereof. Unless the express context otherwise requires: (ia) whenever any definition of or reference to any agreement, instrument, or other document refers to such agreement, instrument, other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (b) any reference to any Applicable Laws refers to such Applicable Laws as from time to time enacted, repealed, or amended; (c) the words “herein”, “hereof”, and “hereunder”, and words of similar import, refer to this Agreement in its entirety and not to any particular provision hereof; (d) the words “include,” ”, “includes” or ”, and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “but not limited to”, “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and , or words of similar import when import; (e) the word “or” is used in this Agreement the inclusive sense (and/or), unless explicitly indicated otherwise by the term “either/or”; (f) the singular shall refer include the plural, the plural the singular, the use of any gender shall be applicable to all genders; (g) a “Party” includes its permitted assignees or the respective successors in title to substantially the whole of its undertaking; and (h) the Exhibits and Schedules to this Agreement as a whole and not to any particular form part of the operative provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural , and vice versa; (iv) any pronoun used in references to this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 includeshall, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating include references to the Exhibits and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementSchedules.
Appears in 4 contracts
Sources: Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in In this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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,
a. any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies to, all applicable guidelinesor is capable of being applied to any transactions entered into hereunder;
b. references to Applicable Law shall include the laws, bulletins acts, ordinances, rules, regulations, notifications, guidelines or policies made in connection therewith. The parties bylaws which have participated jointly in negotiating the force of law;
c. the words importing singular shall include plural and drafting vice versa, and words denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, trusts, associations, organisations or other entities (whether or not having a separate legal entity);
d. the headings are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement. In ;
e. the event that an ambiguity words "include" and "including" are to be construed without limitation;
f. any reference to day, month or year shall mean a question of intent reference to a calendar day, calendar month or interpretation arises, calendar year respectively;
g. the Schedules to this Agreement form an integral part of this Agreement as though they were expressly set out in the body of this Agreement;
h. any reference at any time to any agreement, deed, instrument, license or document of any description shall be construed as if drafted jointly by reference to that agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or suspended at the partiestime of such reference;
i. references to recitals, Articles, sub-articles, clauses, or Schedules in this Agreement shall, except where the context otherwise requires, be deemed to be references to recitals, Articles, sub-articles, clauses and no presumption Schedules of or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of to this Agreement.;
j. any agreement, consent, approval, authorisation, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effectual only if it is in writing under the hands of duly authorized representative of such Party in this behalf and not otherwise;
k. any reference to any period commencing “from” a specified day or date and “till” or “until” a specified day or date shall include both such days or dates;
Appears in 4 contracts
Sources: Collection, Segregation, Transportation, and Disposal of Municipal Solid Waste Agreement, Collection, Segregation, Transportation, and Disposal of Municipal Solid Waste Agreement, Collection, Segregation, Transportation, and Disposal of Municipal Solid Waste Agreement
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. As used in this Agreement, a Stockholder’s undertaking to use “reasonable best efforts” to cause any trust to take any action or to refrain from taking any action shall specifically mean recommending such course of action to the trustee(s) of such trust as being in the best interest of the trust and its beneficiaries, recognizing that whether or not a trustee determines to adopt such course of action remains a decision to be made by such trustee in the exercise of its fiduciary duties to the applicable trust.
Appears in 4 contracts
Sources: Voting Agreement (Rafael Holdings, Inc.), Voting Agreement (Cyclo Therapeutics, Inc.), Voting Agreement (Cyclo Therapeutics, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa); (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation” and shall not be interpreted to limit the provision to which it relates; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (iid) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (e) any reference herein to any Person shall be construed to include the Person’s successors and assigns; (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement in each of their entirety, as a whole the context requires, and not to any particular provision hereof; (g) all references herein to Sections or Schedules shall be construed to refer to Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (iiii) provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in the singular have a comparable meaning when used in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and vice versainstant messaging); (ivj) references to any pronoun used in this Agreement specific law, rule or regulation, or article, Section or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof; and neutral forms; (vk) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 4 contracts
Sources: Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.), Collaboration Agreement (Voyager Therapeutics, Inc.)
Interpretation. When a reference is made in this Agreement Unless specified to an Articlethe contrary, Sectionreferences to Articles, recitalSections, preamble or ScheduleParagraphs and Exhibits mean the particular Articles, such reference shall be Sections, Exhibits and Paragraphs to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed references to limit or otherwise affect any of the provisions hereofthis Agreement include all Exhibits hereto. Unless the express context otherwise requiresclearly requires otherwise, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation,” whether or not such additional words are written; (b) the word “or” shall have its inclusive meaning of “and/or” except when paired as “either/or”; (iic) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (e) the words “hereto,” “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including the Exhibits hereto); (f) provisions that require that a Party, the Parties or a committee hereunder “hereunderagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (g) words of similar import when used any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific Law, article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; (j) the phrase “by or on behalf of” or “on behalf of” means, with respect to a Party, all Persons, including such Party’s employees, contractors, and consultants, acting under such Party’s authority and its Affiliates and, in the case of Angioblast, licensees, or in the case of Cephalon, Marketing Partners; provided, however, neither Party or its Affiliates (including their employees, contractors and consultants acting within the scope of their duties as such) shall be deemed to be acting “by or on behalf of” the other Party or its Affiliates hereto. This Agreement has been prepared jointly and shall not be strictly construed against either Party. Ambiguities, if any, in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by against any Party, irrespective of which Party may be deemed to have authored the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementambiguous provision.
Appears in 4 contracts
Sources: Development and Commercialization Agreement (Mesoblast LTD), Development and Commercialization Agreement (Mesoblast LTD), Development and Commercialization Agreement (Cephalon Inc)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference Except where the context expressly requires otherwise: (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa); (b) whenever the words “include,” “includes,” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (d) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (e) any reference herein to any person shall be construed to include the person’s successors and assigns; (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof; (g) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals, and other written communications contemplated under this Agreement; (iiii) provisions that require that a Party, the terms defined Parties, or any committee hereunder “agree,” “consent,” or “approve” or the like shall require that such agreement, consent, or approval be specific and in the singular have a comparable meaning when used in the plural and vice versawriting, whether by written agreement, letter, email, approved minutes, or otherwise (but excluding instant messaging); (ivj) references to any pronoun used in this Agreement specific law, rule, or regulation, or article, section, or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine and neutral formsrule, or regulation thereof; (vk) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; and (vil) the word “extent” in the phrase term “to the extent” shall be interpreted to mean the extent or degree to which a subject or other thing extends extends, and such phrase shall not simply be construed to mean simply the word “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.”
Appears in 4 contracts
Sources: Sublicense Agreement (Evommune, Inc.), Sublicense Agreement (Evommune, Inc.), Sublicense Agreement (Evommune, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, a Section, recitalparagraph, preamble clause or Schedule, such reference shall be to an Article, a Section, recitalparagraph, preamble clause or Schedule of this Agreement unless otherwise indicated. The headings herein contained in this Agreement are for convenience of reference only, do not constitute part of this Agreement purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be deemed construed to limit be of such gender as the circumstances require, and in the singular or otherwise affect any of plural as the provisions hereofcircumstances require. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or The word “including” are and words of similar import when used in this AgreementAgreement shall mean “including, they shall be deemed to be followed by the without limitation,” unless otherwise specified. The words “without limitation”; (ii) the words hereof,” “hereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term . The word “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and (vii) except effect as otherwise specifically provided herein, all references the word “shall.” References in this Agreement to “vote”, “voting”, “voted” and likewise shall refer to shares being voted or otherwise tabulated in any statute include manner possible, whether in person at a meeting, by written consent, by proxy or otherwise. A Person shall be deemed the rules “beneficial” owner of, shall be deemed to have “beneficial” ownership of, and regulations promulgated thereundershall be deemed to “beneficially” own any securities which such Person or any of such Person’s Affiliates (a) beneficially owns as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement, in each case (b) has the right to acquire (whether such right is exercisable immediately or only after the passage of time), or (c) has the right to vote or dispose of, directly or indirectly. Any agreement, instrument or law defined or referred to herein means such agreement, instrument or law as amended, re-enacted, consolidated or replaced from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to any law include references to any associated rules, regulations and official guidance with respect thereto. References to a Person are also to its predecessors, successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” are references to the lawful money of the United States of America. References to “days” mean calendar days unless otherwise specified. Each of the Parties acknowledges that it has been represented by counsel in connection with this Agreement and the case transactions contemplated by this Agreement and, accordingly, any rule of law or any legal doctrine that would require interpretation 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 claimed ambiguities in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by against the parties, drafting Party has no application and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementis expressly waived.
Appears in 4 contracts
Sources: Voting, Support and Standstill Agreement (Carlyle Group Inc.), Settlement and Voting and Support Agreement (Carlyle Group Inc.), Voting, Support and Standstill Agreement (Carlyle Group Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and shall not be deemed references to limit or otherwise affect any of the provisions hereofthis Agreement include all Exhibits hereto. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by construed as incorporating also the words phrase “but not limited to” or “without limitation”; (iib) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JC hereunder to “hereunderagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of similar import when used any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Ambiguities, if any, in this Agreement shall refer not be construed against any Party, irrespective of which Party may be deemed to this Agreement as a whole and not to any particular provision of this Agreement; (iii) have authored the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 therewithambiguous provision. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question language of intent or interpretation arises, this Agreement shall be construed as if drafted jointly deemed to be the language mutually chosen by the parties, Parties and no presumption or burden rule of proof strict construction shall arise favoring or disfavoring any party by virtue of be applied against either Party hereto. This Agreement should be interpreted in its entirety and the authorship of any provision fact that certain provisions of this AgreementAgreement may be cross-referenced in a Section shall not be deemed or construed to limit the application of other provisions of this Agreement to such Section and vice versa.
Appears in 3 contracts
Sources: Option and License Agreement (Bavarian Nordic a/S / ADR), Option and License Agreement (Bavarian Nordic a/S / ADR), Option and License Agreement (Bavarian Nordic a/S / ADR)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part In the case of this Agreement and shall not be deemed each other Loan Document, (a) the meanings of defined terms are equally applicable to limit or otherwise affect any the singular and plural forms of the provisions hereof. Unless defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (c) the express context term “including” is not limiting and means “including but not limited to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (e) unless otherwise requires: expressly provided in such Loan Document, (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they references to agreements and other contractual instruments shall be deemed to be followed include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the words “without limitation”; terms of any Loan Document, and (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement regulation shall be construed as if drafted jointly including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms and (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Borrower, Agent or Lenders merely because of Borrower’s, Agent’s or Lenders’ involvement in their preparation. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval or consent and no presumption or burden the exercise of proof such judgment shall arise favoring or disfavoring any party be (x) within the sole and absolute discretion of Agent and/or Lenders, acting in good faith; and (y) deemed to have been given only by virtue of the authorship of any provision of this Agreementa specific writing intended for such purpose executed by Agent.
Appears in 3 contracts
Sources: Credit Agreement (SWK Holdings Corp), Credit Agreement (Response Genetics Inc), Credit Agreement (Response Genetics Inc)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” will be construed to have the same meaning and effect as the word “shall”, (d) any reference herein to any Person will be construed to include the Person’s successors and assigns, (e) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (f) all references herein to Sections or Exhibits will be construed to refer to Sections or Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto, (iiig) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (h) provisions that require a Party, the singular have a comparable meaning when used Parties or any committee hereunder to “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding text and vice versa; instant messaging), (ivi) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculineany amendments thereto or any replacement or successor law, feminine rule or regulation thereof, and neutral forms; (vj) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Promotion Agreement (Agendia N.V.), Promotion Agreement (Exact Sciences Corp), Promotion Agreement (Exact Sciences Corp)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference Except where the context expressly requires otherwise: (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa); (b) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (e) any reference herein to any person shall be construed to include the person’s successors and assigns; (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof; (g) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (iiii) provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in the singular have a comparable meaning when used in the plural and vice versawriting, whether by written agreement, letter, email, approved minutes or otherwise (but excluding instant messaging); (ivj) references to any pronoun used in this Agreement specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine and neutral formsrule or regulation thereof; (vk) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; and (vil) the word “extent” in the phrase term “to the extent” shall be interpreted to mean the extent or degree to which a subject or other thing extends extends, and such phrase shall not simply be construed to mean simply the word “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.”
Appears in 3 contracts
Sources: License, Development and Commercialization Agreement (Zura Bio LTD), License, Development and Commercialization Agreement (JATT Acquisition Corp), License, Development and Commercialization Agreement (JATT Acquisition Corp)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The All headings herein are for convenience of reference only, do not constitute part of this Agreement only and shall not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party’s role in drafting this Agreement. Except where the context expressly requires otherwise, (a) the use of any gender herein will be deemed to limit or otherwise affect encompass references to any genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and permitted assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to section, attachments, appendices, exhibits or the like will be construed to refer to sections, attachments, appendices, exhibits or the like of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural , and vice versa; (iv) any pronoun used in references to this Agreement shall include all attachments, appendices, exhibits or the like attached hereto, (h) references to any Applicable Law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor Applicable Law, feminine rule or regulation thereof and neutral forms; (vi) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Research Collaboration and Option Agreement (Recursion Pharmaceuticals, Inc.), Research Collaboration and Option Agreement (Recursion Pharmaceuticals, Inc.), Research Collaboration and Option Agreement (Recursion Pharmaceuticals, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule For all purposes of this Agreement Agreement, except as otherwise expressly provided or unless the context otherwise indicated. The requires:
(a) headings herein preceding the text, articles, sections and/or other subdivisions hereof are for convenience of reference only, only and do not constitute form a part of this Agreement and shall are not be deemed intended to interpret, define or limit the scope, extent or otherwise affect intent of this Agreement or any of the provisions hereof. Unless the express context otherwise requires: ;
(i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (iib) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision article, section or other subdivision of this Agreement; ;
(iiic) the terms defined word “including”, when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non- limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;
(d) a reference to an article, section, schedule or other subdivision is a reference to the specified article, section, schedule or other subdivision of this Agreement;
(e) a reference to a statute or a section of a statute will include and will be deemed to be a reference to such statute or section and to the regulations made pursuant thereto, with all amendments made thereto and in force at the relevant time, and to any statute, section of a statute or regulation that may be passed which has the effect of supplementing or superseding the statute or section so referred to or the regulations made pursuant thereto;
(f) a reference to any agreement is a reference to such agreement as amended, restated, supplemented, replaced and/or modified from time to time;
(g) a reference to a document in the agreed form means in the form agreed among the Parties and signed by the Parties (or their respective Representatives on the date of this Agreement);
(h) a reference to any Person will include and will be deemed to be a reference to each Person that is the successor of such Person;
(i) words importing one gender will include each other gender and words in the singular have a comparable meaning when used in include the plural and vice versa; and
(ivj) any pronoun used unless otherwise specified, all dollar amounts in this Agreement shall include Agreement, including the corresponding masculinesymbol “$”, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “refer to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case lawful currency 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementCanada.
Appears in 3 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement
Interpretation. When a reference is made in In this Agreement and in the Exhibit to an Articlethis Agreement, Section, recital, preamble or Schedule, such reference shall be except to an Article, Section, recital, preamble or Schedule of this Agreement unless the extent that the context otherwise indicated. The requires: (a) the headings herein are for convenience of reference only, do not constitute part of this Agreement only and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision interpretation of this Agreement; (iiib) defined terms include the terms defined in plural as well as the singular have a comparable meaning when used in the plural and vice versa; (ivc) words importing gender include all genders; (d) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it; (e) any pronoun used in this Agreement reference to a “day” or a “Business Day” shall include mean the corresponding masculinewhole of such day, feminine and neutral formsbeing the period of 24 hours running from midnight to midnight; (vf) references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits to, this Agreement; (g) the term word “or” is not exclusive exclusive, and has the meaning represented by the phrase “and/or,” unless the context clearly prohibits that construction; (i) the words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”; (vij) the word “extent” in the phrase “to the extent” (or similar phrases) shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; (k) unless otherwise specified, references to any party to this Agreement or any other document or agreement shall include its successors and permitted assigns; (l) all references to “$” or “dollars” mean the lawful currency of the United States of America; (m) no rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel; and (viin) except as otherwise specifically provided herein, all references in whenever this Agreement shall require a party to any statute include the rules and regulations promulgated thereundertake an action, 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 requirement shall be read as referring deemed an undertaking by such party to such amendedcause it and its subsidiaries, re-enactedand to use its reasonable efforts to cause its other affiliates, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made to take appropriate action in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Partners, LLC)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections, or Schedules will be construed to refer to Sections or Schedules of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and vice versa; instant messaging), (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof, and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: License Agreement (Finch Therapeutics Group, Inc.), License Agreement (Finch Therapeutics Group, Inc.), Exclusive License Agreement (Aevi Genomic Medicine, Inc.)
Interpretation. When a reference is made (a) As used in this Agreement Agreement, references to the following terms have the meanings indicated:
(i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble Exhibit or Schedule of to, this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary;
(ii) to any Contract (including this Agreement) are for convenience to the Contract as amended, modified, supplemented or replaced from time to time;
(iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and all rules and regulations promulgated thereunder, and to any section of reference onlyany Law include any successor to such section;
(iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate;
(v) to any “copy” of any Contract or other document or instrument are to a true, do correct and complete copy thereof;
(vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not constitute part to any particular Article, Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary;
(vii) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of [●] [●], 2024; and
(viii) to “this Agreement” includes the provisions hereof. Unless the express context otherwise requires: Exhibits and Schedules.
(ib) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) the words .” The word “hereto,or” “hereof,” “herein” and “hereunder” and words of similar import when used need not be disjunctive. Any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a whole and not calendar day. With respect to any particular provision determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding.”
(d) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement; .
(iiie) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 References to a particular provision shall be read as referring “party” means Cedant or Reinsurer and references to such amended, re-enacted, consolidated or replaced provision “parties” means Cedant and also include, Reinsurer unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Reinsurance Novation and Release Agreement (Delaware Life Variable Account G), Reinsurance Novation and Release Agreement (Delaware Life Variable Account I), Coli Yrt Reinsurance Agreement (Delaware Life Variable Account G)
Interpretation. When a reference is made in this Agreement herein to an ArticleArticles, SectionSections, recitalsubsections, preamble Schedules or ScheduleExhibits, such reference shall be to an Article, SectionSection or subsection of, recital, preamble or a Schedule of or an Exhibit to this Agreement unless otherwise indicated. The headings contained herein are for convenience of reference only, do not constitute part of this Agreement purposes only and shall not be deemed to limit affect in any way the meaning or otherwise affect any interpretation of the provisions hereofthis Agreement. Unless the express context otherwise requires: (i) whenever the The words “include,” “includes” or and “including” are when used in this Agreement, they herein shall be deemed in each case to be followed by the words “without limitation”; .” Where a reference is made to a Contract, instrument or Applicable Law, such reference is to such Contract, instrument or Applicable Law as amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Applicable Law) by succession of comparable successor Applicable Law and references to all attachments thereto and instruments incorporated therein. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neutral forms of such words, (ii) words using the words “hereto,” singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” and “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, (iv) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection, (v) references to any person include the successors and permitted assigns of that person, (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively, (vii) subject to clause (viii) below, the phrases “provide to,” “made available” and “deliver to” and phrases of similar import when used mean that a true, correct and complete paper or electronic copy of the information or material referred to has been delivered to the party to whom such information or material is to be provided and (viii) the phrases “provided to Acquirer” or “made available to Acquirer” and phrases of similar import means, with respect to any information, document or other material of the Company or its Affiliates, that such information, document or material was made available for review and properly indexed by the Company and its Representatives in the virtual data room established by Acquirer in connection with this Agreement shall refer at least 48 hours prior to the execution of this Agreement as a whole and not or actually delivered (whether by physical or electronic delivery) to any particular provision Acquirer or its Representatives at least 48 hours prior to the execution of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term . The symbol “or$” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the refers to United States Dollars. The word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Any action otherwise required to be taken on a day that is not a Business Day shall instead be required to be taken on the next succeeding Business Day, and if the last day of a time period is a non-Business Day, such period shall be deemed to end on the next succeeding Business Day. The terms “U.S.” and (vii) “United States” shall refer to the United States of America. References to the Company shall mean the Company and its Subsidiary, except as otherwise specifically provided indicated herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Share Purchase Agreement (Ondas Inc.), Share Purchase Agreement (Ondas Inc.), Share Purchase Agreement (Ondas Holdings Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits or Schedules of this Agreement; , and references to this Agreement include all Exhibits and Schedules hereto, (iiih) the terms defined word “notice” means notice in the singular have a comparable meaning when used in the plural writing (whether or not specifically stated) and vice versa; (iv) any pronoun used in this Agreement shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the corresponding masculineParties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, feminine consent or approval be specific and neutral forms; in writing, whether by written agreement, letter, approved minutes or otherwise (vbut excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof and (k) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: License Agreement, License Agreement (Spark Therapeutics, Inc.), License Agreement (Spark Therapeutics, Inc.)
Interpretation. When a reference is made in In this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule Agreement:
(a) Clause headings and the table of this Agreement unless otherwise indicated. The headings herein contents are inserted for convenience of reference only, do not constitute part only and shall be ignored in the interpretation of this Agreement;
(b) subject to any specific provision of this Agreement and shall not be deemed or of any assignment and/or participation or syndication agreement of any nature whatsoever, reference to limit or otherwise affect any each of the provisions hereof. Unless parties hereto and to the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they other Finance Documents shall be deemed to be followed by reference to and/or to include, as appropriate, their respective successors and permitted assigns;
(c) where the context so admits, words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in include the plural and vice versa; ;
(iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (vd) the term words “orincluding” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extentparticular” shall mean not be construed as limiting the degree generality of any foregoing words;
(e) references to which (or to any specified provisions of) a subject Finance Document or any other agreement or instrument is a reference to that Finance Document or other thing extends and such phrase shall not mean simply “if” and (vii) except agreement or instrument as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced it may from time to time be amended, restated, novated or replaced, however fundamentally, whether before the date of this Agreement or otherwise;
(f) references to Clauses and in Schedules are to be construed as references to the case of any such amendmentClauses of, re-enactmentand the Schedules to, consolidation or replacement, reference herein the relevant Finance Document and references to a particular provision shall be read as referring Finance Document include all the terms of that Finance Document and any Schedules, Annexes or Appendices thereto, which form an integral part of same;
(g) references 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. The parties have participated jointly in negotiating and drafting this Agreement. In opinion of the event that an ambiguity Lender or a question of intent determination or interpretation arisesacceptance by the Lender or to documents, this Agreement acts, or persons acceptable or satisfactory to the Lender or the like shall be construed as if drafted jointly by reference to opinion, determination, acceptance or satisfaction of the partiesLender at the sole discretion of the Lender, and no presumption such opinion, determination, acceptance or burden of proof shall arise favoring or disfavoring any party by virtue satisfaction of the authorship Lender shall be conclusive and binding on the Borrower;
(h) references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any governmental or intergovernmental body, agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;
(i) references to any person include such person’s assignees and successors in title; and
(j) references to or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this AgreementAgreement or otherwise.
Appears in 3 contracts
Sources: Loan Agreement (Performance Shipping Inc.), Loan Agreement (Performance Shipping Inc.), Loan Agreement (Seanergy Maritime Holdings Corp.)
Interpretation. When a reference is made (a) As used in this Agreement Agreement, references to an Articlethe following terms have the meanings indicated: (i) to the Preamble or to the Recitals, SectionSections, recitalArticles or Schedules are to the Preamble or a Recital, preamble Section or ScheduleArticle of, such reference shall be to an Articleor a Schedule to, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are for convenience to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of reference onlyany Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, do not constitute part Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of February 7, 2020; and (viii) to “this Agreement” includes the provisions hereof. Unless the express context otherwise requires: Schedule to this Agreement.
(ib) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) the words .” The word “hereto,or” “hereof,” “herein” and “hereunder” and words of similar import when used shall not be exclusive. Any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a whole calendar day.
(d) The headings contained in this Agreement are for reference purposes only and will not to affect in any particular provision way the meaning or interpretation of this Agreement; .
(iiie) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 References to a particular provision shall be read as referring “party” hereto means the Company, Parent or a Shareholder and references to such amended“parties” hereto means the Company, re-enacted, consolidated or replaced provision Parent and also include, the Shareholders unless the context otherwise requires.
(f) References to “dollars” or “$” mean United States dollars, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In unless otherwise clearly indicated to the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementcontrary.
Appears in 3 contracts
Sources: Voting Agreement (Fidelity National Financial, Inc.), Voting Agreement (Fidelity National Financial, Inc.), Voting Agreement (Fidelity National Financial, Inc.)
Interpretation. When a reference is made in this Agreement The definitions of terms herein shall apply equally to an Articlethe singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedfeminine and neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; .” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (iia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement; , (iiie) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and any successor of such law or regulation, (f) the terms defined in words “asset” and “property” shall be construed to have the singular have a comparable same meaning when used in the plural and vice versa; effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (ivg) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extentknowledge of any Loan Party” or words of similar import relating to the knowledge or to the awareness of any Loan Party shall mean and refer to (i) the degree actual knowledge of a Duly Authorized Officer of any Loan Party or (ii) the knowledge that a Duly Authorized Officer would have obtained if such representative had made a due inquiry with regard to the matter to which a subject such phrase relates. All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other thing extends and accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement to any statute include which are defined in the rules and regulations promulgated thereunder, Uniform Commercial Code of the State of Illinois as in each case as amended, re-enacted, consolidated or replaced effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States of America and in immediately available funds. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the case United States of any such amendment, re-enactment, consolidation or replacement, America. Any reference herein to a particular provision merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be read deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as referring if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). Notwithstanding anything to the contrary contained in Section 1.3, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such amendedadoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, re-enacted2017, consolidated or replaced provision such lease shall not be considered a capital lease, and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating calculations and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, deliverables under this Agreement or any other Loan Document shall be construed made or delivered, as if drafted jointly by the partiesapplicable, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementin accordance therewith.
Appears in 3 contracts
Sources: Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections or Schedules will be construed to refer to Articles, Sections or Schedules of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) except as otherwise expressly set forth herein, provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the singular have a comparable meaning when used in the plural and vice versa; then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (ivj) any pronoun used in this Agreement shall include the corresponding masculine, feminine action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and neutral forms; (vk) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” will be interpreted in the phrase inclusive sense commonly associated with the term “or” (and/or). Unless otherwise specified, deadlines within which any payment is to be made or act is to be done within or following a specified time period after a date will be calculated by excluding the extent” shall mean day, Business Day, month or year of such date, as applicable, and including the degree day, Business Day, month or year of the date on which the period ends. Whenever any payment is to which a subject be made or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in action to be taken under this Agreement is required to any statute include be made or taken on a day other than a Business Day, such payment will be made or action taken on the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated next Business Day following such day to make such payment or replaced from time to time and in the case of any do 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 therewithact. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, preamble to this Agreement shall be construed and the descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as if drafted jointly by the parties, and no presumption complete or burden of proof shall arise favoring or disfavoring any party by virtue accurate descriptions of the authorship of any provision content of this AgreementAgreement or of such Articles or Sections.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Kymera Therapeutics, Inc.), Collaboration and License Agreement (Kymera Therapeutics, Inc.), Collaboration and License Agreement (Kymera Therapeutics, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of In this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless Ancillary Agreements, unless the express context otherwise requires: clearly indicates otherwise:
(ia) whenever words used in the singular include the plural and words used in the plural include the singular;
(b) the words “"include,” “" "includes” or “" and "including” are used in this Agreement, they " shall be deemed to be followed by the words “"without limitation”; ";
(iic) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement word "or" shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) have the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the inclusive meaning represented by the phrase “"and/or”; ";
(vid) the word “extent” in the phrase “relative to the extent” determination of any period of time, "from" means "from and including," "to" means "to but excluding" and "through" means "through and including";
(e) accounting terms used herein shall mean have the degree meanings historically ascribed to which a subject them by United Online and its Subsidiaries, including FTD and United Online, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;
(f) all references herein to Articles, Sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to Articles, Sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to, this Agreement;
(g) reference to any agreement, instrument or other thing extends document means such agreement, instrument or other document as amended, supplemented and such phrase shall not mean simply “if” modified from time to time to the extent permitted by the provisions thereof and by this Agreement;
(viih) except as otherwise specifically provided herein, all references in this Agreement reference to any statute include the Law means such Law (including any and all rules and regulations promulgated thereunder, in each case ) as amended, re-enactedmodified, consolidated codified or replaced from time to time reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;
(i) references to any Person include such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;
(j) if there is any conflict between the provisions of the main body of this Agreement or an Ancillary Agreement and the Exhibits or Schedules hereto or thereto, the provisions of the main body of this Agreement or the Ancillary Agreement, as applicable, shall control unless explicitly stated otherwise in such Exhibits or Schedule;
(k) if there is any conflict between the provisions of this Agreement and any Ancillary Agreement, the provisions of such Ancillary Agreement shall control (but only with respect to the subject matter thereof) unless explicitly stated otherwise therein; and
(l) any portion of this Agreement or any Ancillary Agreement obligating a Party to take any action or to refrain from taking any action, as the case of any may be, shall mean that such amendmentParty shall also be obligated to cause its relevant Subsidiaries to take such action or to refrain from taking such action, 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 therewithcase may be. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.ARTICLE II
Appears in 3 contracts
Sources: Separation and Distribution Agreement (FTD Companies, Inc.), Separation and Distribution Agreement (FTD Companies, Inc.), Separation and Distribution Agreement (FTD Companies, Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”; (iib) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) provisions that require that a Party, the terms defined Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (g) words of any gender include the other gender; (h) words using the singular have a comparable meaning when used in or plural number also include the plural and vice versaor singular number, respectively; (ivi) references to any pronoun used in this Agreement specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement law, feminine and neutral formsrule or regulation thereof; (vj) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extentnon-refundable” shall mean the degree not prohibit, limit or restrict either Party’s right to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 obtain damages in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or with a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision breach of this Agreement; and (k) neither Party shall be deemed to be acting on behalf of the other Party.
Appears in 3 contracts
Sources: Research Collaboration and License Agreement (Atrium Therapeutics, Inc.), Research Collaboration and License Agreement (Avidity Biosciences, Inc.), Research Collaboration and License Agreement (Avidity Biosciences, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule Interpretation of this Agreement is governed by the following rules of construction, unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requiresclearly requires otherwise: (ia) whenever words in the singular include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms article, section, paragraph and exhibit are references to the Articles, Sections, Paragraphs and Exhibits to this Agreement; (c) references to “$” and “Dollars” mean United States dollars; (d) the words “includeincluding,” “includes,” and words of similar meaning are interpreted as incorporating the phrase “without limitation,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitationbut not limited to”; (iie) the word “or” have the meaning associated with the phrase “and/or” and not be exclusive; (f) provisions apply, when appropriate, to successive events and transactions; (g) a reference to any Person includes such Person’s successors and permitted assigns; (h) this Agreement is construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (i) the word “day” means a calendar day unless otherwise specified; (j) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (k) each accounting term not otherwise defined in this Agreement has the meaning assigned to it consistent with the requirements of Accounting Standards; (l) the words “hereto,” “hereof,” “herein,” and “hereby,” “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement (including the Exhibits); (m) provisions that require that a Party, the Parties or the Executive Steering Committee “agree,” “consent” or “approve” or the like require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (n) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (o) neither Party or its Affiliates shall be deemed to be acting “on behalf of” the other Party hereunder. All Exhibits referred to herein are hereby incorporated by reference. The headings contained in this Agreement are used only as a whole matter of convenience, and not to in no way define, limit, construe or describe the scope or intent of any particular provision Section of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) . When calculating any pronoun used in this Agreement shall include the corresponding masculinecost, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject expense or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated amount hereunder no specific charge 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 element thereof 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementaccounted for more than once.
Appears in 3 contracts
Sources: Exclusive, Global Development, Supply, Marketing & License Agreement (NRX Pharmaceuticals, Inc.), Mena Development and License Agreement (Pfenex Inc.), Development and License Agreement (Pfenex Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (iic) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term word “or” is not exclusive and has shall have the inclusive meaning represented by the phrase commonly associated with “and/or”; (vig) provisions that require that a Party, the word Parties or a committee hereunder “extentagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (h) words of any gender include the phrase “other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to the extent” shall mean the degree to which a subject any specific law, rule or regulation, or article, section or other thing extends and such phrase division thereof, shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement be deemed to any statute include the rules and regulations promulgated thereunderthen-current amendments thereto or any replacement law, in each case as amended, re-enacted, consolidated rule or replaced from time to time and in the case of any such amendment, re-enactment, consolidation regulation thereof; (k) neither Party or replacement, reference herein to a particular provision its Affiliates shall be read as referring deemed to such amended, re-enacted, consolidated be acting “under authority of” or replaced provision and also include, unless “on behalf of” the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementother Party.
Appears in 3 contracts
Sources: License and Collaboration Agreement (Zymeworks Inc.), License and Collaboration Agreement (Zymeworks Inc.), License and Collaboration Agreement (Jazz Pharmaceuticals PLC)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience only and are to be of reference only, do not constitute part of this Agreement and shall not be deemed to limit no force or otherwise affect effect in construing or interpreting any of the provisions hereofof this Agreement. Unless Except where the express context otherwise requires: expressly requires otherwise, (ia) whenever the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words “include,” “includes,” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person will be construed to include the person’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall import, will each be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Schedules, or Exhibits will be construed to refer to Articles, Sections, Schedules, or Exhibits of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent,” “approve,” or the like will require that such agreement, consent, or approval be specific and in the plural writing, whether by written agreement, letter, approved minutes, or otherwise (but excluding e-mail and vice versa; instant messaging), (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or Section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof, and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Intellectual Property License Agreement (Tempus AI, Inc.), License Agreement (ADC Therapeutics SA), License Agreement (ADC Therapeutics SA)
Interpretation. When a reference is made in this Agreement The definitions of terms herein shall apply equally to an Articlethe singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedfeminine and neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; .” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (iia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any Legal Requirement herein shall, unless otherwise specified, refer to such Legal Requirement as amended, restated, amended and restated, supplemented or otherwise modified from time to time, and any successor of such Legal Requirement, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references to time of day herein are references to New York, New York, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement; (iii) , it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun that are used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” which are defined in the phrase “to Uniform Commercial Code of the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except State of New York as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced effect from time to time and (“UCC”) shall have the same meanings herein as such terms are defined 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 includeUCC, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall otherwise specifically provide. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue made in lawful money of the authorship United States of America and in immediately available funds. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any provision statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of this Agreementthe United States of America.
Appears in 3 contracts
Sources: Second Lien Credit Agreement, Second Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and shall not be deemed references to limit or otherwise affect any of the provisions hereofthis Agreement include all Exhibits hereto. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by construed as incorporating also the words phrase “but not limited to” or “without limitation”; (iib) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JRC hereunder “hereunderagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of similar import when used any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Ambiguities, if any, in this Agreement shall refer not be construed against any Party, irrespective of which Party may be deemed to this Agreement as a whole and not to any particular provision of this Agreement; (iii) have authored the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 therewithambiguous provision. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question language of intent or interpretation arises, this Agreement shall be construed as if drafted jointly deemed to be the language mutually chosen by the parties, Parties and no presumption or burden rule of proof strict construction shall arise favoring or disfavoring any party by virtue of be applied against either Party hereto. This Agreement should be interpreted in its entirety and the authorship of any provision fact that certain provisions of this Agreement may be cross-referenced in a Section shall not be deemed or construed to limit the application of other provisions of this Agreement to such Section and vice versa. As used in this Agreement, the phrase ‘with respect to a given Collaboration Target’ or ‘with respect to any Collaboration Target’ or ‘for a Collaboration Target’ (or similar phrases) when referring to BMS’ licenses or license rights or Compounds ‘with respect to a Collaboration Target’ (or when referring to the termination of BMS’ licenses or license rights hereunder) refers to the licensed CytomX Technology or Product Specific Patent that applies to Compounds and Products targeting such Collaboration Target.
Appears in 3 contracts
Sources: Collaboration and License Agreement (CytomX Therapeutics, Inc.), Collaboration and License Agreement (CytomX Therapeutics, Inc.), Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; , (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person shall be construed to include the person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Schedules shall be construed to refer to Sections or Schedules of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) the terms defined word “notice” means notice in the singular have a comparable meaning when used in the plural writing (whether or not specifically stated) and vice versa; (iv) any pronoun used in this Agreement shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the corresponding masculineParties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, feminine consent or approval be specific and neutral forms; in writing, whether by written agreement, letter, approved minutes or otherwise (vbut excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Verve Therapeutics, Inc.), Collaboration and License Agreement (Verve Therapeutics, Inc.), Collaboration and License Agreement (Verve Therapeutics, Inc.)
Interpretation. When a reference is made in this Agreement to an ArticleExcept as otherwise set forth herein, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule where the context of this Agreement unless otherwise indicated. The requires:
(i) headings herein and titles are for convenience of reference only, only and do not constitute part affect the interpretation of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; ;
(ii) the gender of all words “hereto,” “hereof,” “herein” used herein shall include the masculine, feminine and “hereunder” neuter and the number of all words of similar import when used in this Agreement shall refer to this Agreement as a whole include the singular and not to any particular provision of this Agreement; plural;
(iii) the terms defined in the singular have a comparable meaning when used in the plural “hereof”, “herein,” “hereto” and vice versa; similar words refer to this entire Agreement and not any particular Section, Schedule or any other subdivision of this Agreement;
(iv) any pronoun used in references to “Section” or “Schedule” are to this Agreement shall include the corresponding masculine, feminine and neutral forms; unless specified otherwise;
(v) reference to “this Agreement” (including any Schedule hereto) or any other agreement or document shall be construed as a reference to such agreement or document as the term “or” same may be amended, modified, supplemented or restated, and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is not exclusive and has the meaning represented by the phrase “and/or”; entered into, made or given pursuant to or in accordance with its terms;
(vi) the word “extent” in the phrase “references to any law, statute, rule, regulation, standard (including for testing and sampling), notification or statutory provision (including Applicable Laws) shall be construed as a reference to the extent” shall mean the degree to which a subject same as it may have been, or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced may from time to time and in the case of any such amendmentbe, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, modified or re-enacted, consolidated or replaced provision ;
(vii) references to any Person shall be construed as a reference to such Person’s successors and also includepermitted assigns;
(viii) references to “or” will be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context otherwise requiresdictates otherwise, “or” will be interpreted to mean “and/or” rather than “either/or”);
(ix) “includes”, “including” and similar phrases mean “including, without limitation”; and
(x) all applicable guidelines, bulletins or policies Schedules are incorporated herein and made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question part of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementfor all purposes.
Appears in 3 contracts
Sources: Master Biomass Purchase and Sale Agreement, Master Biomass Purchase and Sale Agreement (Enviva Partners, LP), Master Biomass Purchase and Sale Agreement (Enviva Partners, LP)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) The table of this Agreement unless otherwise indicated. The contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall will not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context Where a reference in this Agreement is made to a Section or Exhibit, such reference will be to a Section of or Exhibit to this Agreement unless otherwise requires: (i) whenever indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) .” All pronouns and all variations thereof will be deemed to refer to the words “hereto,” “hereof,” “herein” and “hereunder” and words masculine, feminine or neuter, singular or plural, as the identity of similar import when used the Person may require. Where a reference in this Agreement shall refer to this Agreement as a whole and not is made to any particular provision of agreement (including this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine), feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject contract, statute or other thing extends and regulation, such phrase shall not mean simply “if” and (vii) references are to, except as context may otherwise specifically provided hereinrequire, all references in this Agreement to any the agreement, contract, statute include the rules and regulations promulgated thereunder, in each case or regulation as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any such amendmentstatute, re-enactment, consolidation any rules or replacement, reference herein regulations promulgated thereunder. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “days” will be to calendar days unless otherwise indicated as 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. “Business Day.”
(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(c) The mere inclusion of any item in any section or subsection of the Company Disclosure Schedule as an exception to any representation or warranty or otherwise will not be deemed to constitute an admission by the Company, or to otherwise imply, that any such item has had or would reasonably be expected to have a Company Material Adverse Effect or otherwise represents an exception or material development, fact, change, event, effect, occurrence or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. Matters disclosed in any section or subsection of the Company Disclosure Schedule are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Disclosure of any item in any section or subsection of the Company Disclosure Schedule will be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent. Headings inserted in the sections or subsections of the Company Disclosure Schedule are for convenience of reference only and will not have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.
(d) The mere inclusion of any item in any section or subsection of the Parent Disclosure Schedule as an exception to any representation or warranty or otherwise will not be deemed to constitute an admission by Parent or Merger Sub, or to otherwise imply, that any such item has had or would reasonably be expected to have a Parent Material Adverse Effect or otherwise represents an exception or material development, fact, change, event, effect, occurrence or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. Matters disclosed in any section or subsection of the Parent Disclosure Schedule are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Disclosure of any item in any section or subsection of the Parent Disclosure Schedule will be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent. Headings inserted in the sections or subsections of the Parent Disclosure Schedule are for convenience of reference only and will not have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Atmel Corp), Merger Agreement (Atmel Corp)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference (a) the use of any gender herein shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular shall be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” shall be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto, (iiih) the terms defined word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the plural and vice versa; then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (ivk) any pronoun used in this Agreement definition of or reference to any agreement, instrument or other document herein shall include the corresponding masculinebe construed as referring to such agreement, feminine instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), and neutral forms; (vl) the term “or” is not exclusive and has shall be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Applied Genetic Technologies Corp), Collaboration and License Agreement (Applied Genetic Technologies Corp), Manufacturing License and Technology Transfer Agreement (Applied Genetic Technologies Corp)
Interpretation. When a reference is made in this Agreement (a) The foregoing definitions are equally applicable to an Articleboth the singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedfeminine and neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; .” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended or renewed (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein, if any), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto,” “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in this Agreement any Loan Document, shall be construed to refer to this Agreement as a whole such Loan Document in its entirety and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; thereof, (iv) any pronoun used all references in this Agreement a Loan Document to Articles, Sections, subsections, paragraphs, clauses, Exhibits and Schedules shall include be construed to refer to Articles, Sections, subsections, paragraphs and clauses of, and Exhibits and Schedules to, the corresponding masculineLoan Document in which such references appear, feminine and neutral forms; (v) the term “or” is not exclusive any reference to any law shall include all statutory and has the meaning represented by the phrase “and/or”; regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the word words “extentasset” in the phrase and “to the extentproperty” shall mean be construed to have the degree same meaning and effect and to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement refer to any statute include the rules and regulations promulgated thereunderall tangible and intangible assets and properties, in each case as amendedincluding cash, re-enactedsecurities, consolidated or replaced from time to time accounts 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. The parties have participated jointly in negotiating and drafting this Agreementcontract rights. In the event that an ambiguity or computation of periods of time from a question specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” All references to time of intent or interpretation arisesday herein are references to New York, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementNew York time unless otherwise specifically provided.
Appears in 3 contracts
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Interpretation. When a reference is made (a) As used in this Agreement Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble Exhibit or Schedule of to, this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are for convenience to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of reference onlyany Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, do not constitute part Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of February 7, 2020; and (viii) to “this Agreement” includes the provisions hereof. Unless Exhibits and Schedules (including the express context otherwise requires: Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement.
(ib) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) the words .” The word “hereto,or” “hereof,” “herein” and “hereunder” and words of similar import when used shall not be exclusive. Any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a whole calendar day.
(d) The table of contents and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used headings contained in this Agreement shall include the corresponding masculine, feminine are for reference purposes only and neutral forms; (v) the term “or” is will not exclusive and has affect in any way the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(e) References to a “party” hereto means Parent, Merger Sub I, Merger Sub II or the Company and references to “parties” hereto means Parent, Merger Sub I, Merger Sub II and the Company.
(f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.
Appears in 3 contracts
Sources: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
Interpretation. When a reference is made The headings set forth in this Agreement to an Articleare inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, Sectionnor its respective counsel, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule deemed the drafter of this Agreement unless otherwise indicated. The headings herein are for convenience purposes of reference onlyconstruing the provisions hereof, do not constitute part and all provisions of this Agreement shall be construed according to their fair meaning and shall not be deemed to limit strictly for or otherwise affect against any of the provisions hereofParty. Unless otherwise indicated to the express contrary herein by the context otherwise requiresor use thereof: (ia) whenever the words, “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” ”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (iie) the word “or” is disjunctive but not necessarily exclusive; (f) the words “hereto,” writing”, “hereof,” “hereinwritten” and “hereunder” and words of similar import when used in this Agreement shall comparable terms refer to this Agreement as printing, typing and other means of reproducing words (including electronic media) in a whole and not to any particular provision of this Agreementvisible form; (iiig) the terms defined in the singular have a comparable meaning when used in the plural and vice versaword “day” means calendar day unless Business Day is expressly specified; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vih) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if” and ”; (viii) except as otherwise specifically provided herein, all references in to Articles or Sections are to Articles and Sections of this Agreement unless otherwise specified; (j) all references to any statute include the rules and regulations promulgated thereunder, in each case Law will be to such Law as amended, supplemented or otherwise modified or re-enactedenacted from time to time; (k) all references to any agreement (including this Agreement), consolidated document or replaced instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and in (l) reference to any person includes such person’s successors and assigns to the case extent such successors and assigns are permitted by the terms of any such amendmentapplicable agreement, re-enactment, consolidation or replacement, and reference herein to a person in a particular provision capacity excludes such person in any other capacity or individually. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be read as referring required to be done or taken not on such amended, re-enacted, consolidated or replaced provision and also include, unless day but on the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementfirst succeeding Business Day thereafter.
Appears in 3 contracts
Sources: Business Combination Agreement (Slam Corp.), Lock Up Agreement (Ermenegildo Zegna N.V.), Lock Up Agreement (Ermenegildo Zegna N.V.)
Interpretation. When a reference is made in this Agreement Unless specified to an Articlethe contrary, Sectionreferences to Articles, recitalSections or Exhibits mean the particular Articles, preamble Sections or Schedule, such reference shall be Appendices to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed references to limit or otherwise affect any of the provisions hereofthis Agreement include all Exhibits hereto. Unless the express context otherwise requiresclearly requires otherwise, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation,” whether or not such additional words are written; (b) the word “or” shall have its inclusive meaning of “and/or” except when paired as “either/or”; (iic) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (e) the words “hereto,” “hereof,” “herein,” “hereunder,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as (including the Exhibits hereto); (f) provisions that require that a whole Party, the Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and not in writing, whether by written agreement, letter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any particular provision of this Agreementspecific law, article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; and (iiij) dollars (and amounts indicated with the terms symbol “$”) mean United States dollars unless expressly stated otherwise. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under U.S. Generally Accepted Accounting Principles, or other generally accepted cost accounting principles in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculineapplicable territory, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “but only to the extent” shall mean extent consistent with its usage and the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references definitions in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 3 contracts
Sources: Manufacturing Services Agreement, Manufacturing Services Agreement (Mesoblast LTD), Manufacturing Services Agreement (Mesoblast LTD)
Interpretation. When a reference is made The table of contents and the section and other headings and subheadings contained in this Agreement to an Articleand in the exhibits and schedules hereto are solely for the purpose of reference, Sectionare not part of the agreement of the parties hereto, recital, preamble and shall not in any way affect the meaning or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule interpretation of this Agreement unless or any exhibit or schedule hereto. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise indicated. The headings herein are for convenience of requires, any reference only, do not constitute part to an “Article,” a “Section,” an “Exhibit,” or a “Schedule” shall be deemed to refer to a section of this Agreement or an exhibit or schedule to this Agreement, as applicable. The words “hereof,” “herein” and shall “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not be deemed to limit or otherwise affect any particular provision of the provisions hereofthis Agreement. Unless the express context otherwise requires: (i) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,.” “hereof,” “herein” and “hereunder” and words of similar import when used in this This Agreement shall refer to this Agreement as a whole and not be construed without regard to any particular provision of this Agreement; (iii) presumption or rule requiring construction or interpretation against the terms defined in party drafting or causing the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “document to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided hereinbe drafted. Unless specified otherwise, all references in this Agreement to any statute include an “option”, a right of “consent” or “election” (including terms correlative to the rules and regulations promulgated thereunderforegoing), in each case or to other similar rights shall be deemed to be consents, rights to elections or options, or other similar rights, as amendedapplicable, re-enactedthat may be withheld, consolidated conditioned or replaced from time to time and in delayed at the sole discretion of the party holding such option or right of consent or election, or other similar right, as 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementmay be.
Appears in 3 contracts
Sources: Capacity Purchase Agreement (Republic Airways Holdings Inc.), Capacity Purchase Agreement (Mesa Air Group Inc), Capacity Purchase Agreement (Mesa Air Group Inc)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (iic) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) provisions that require that a Party, the terms defined Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (g) words of any gender include the other gender; (h) words using the singular have a comparable meaning when used in or plural number also include the plural and vice versaor singular number, respectively; (ivi) references to any pronoun used in this Agreement specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement law, feminine and neutral formsrule or regulation thereof; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (viij) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 neither Party shall be read as referring deemed 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue acting on behalf of the authorship of any provision of this Agreementother Party.
Appears in 3 contracts
Sources: Licensing and Collaboration Agreement (Zymeworks Inc.), Licensing and Collaboration Agreement (Zymeworks Inc.), Licensing and Collaboration Agreement (Zymeworks Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of this Agreement and shall not be deemed to limit no force or otherwise affect effect in construing or interpreting any of the provisions hereofof this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”; (iib) the word “will” shall be construed in the imperative having the same meaning as the word “shall”; (c) the word “day” or “year” means a calendar day or year unless otherwise specified; (d) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (e) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to (including any particular provision of this AgreementExhibits); (iiif) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term word “or” is not exclusive and has shall be construed as the inclusive meaning represented by identified with the phrase “and/or”; (vig) provisions that require that a Party or the word Parties “extentagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (h) words of any gender include the phrase “other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to the extent” shall mean the degree to which a subject any specific law, rule or regulation, or article, section or other thing extends and such phrase division thereof, shall not mean simply “if” be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (viik) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated neither Party 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 its Affiliates shall be read as referring deemed to such amended, re-enacted, consolidated or replaced provision and also include, unless be acting “on behalf of” the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementother Party hereunder.
Appears in 2 contracts
Sources: License Agreement (Oncorus, Inc.), License Agreement (Oncorus, Inc.)
Interpretation. When (a) In this Agreement, unless a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: clear contrary intention appears:
(i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by singular number includes the words “without limitation”; plural number and vice versa;
(ii) reference to any gender includes each other gender;
(iii) the words “heretoherein,” “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; Article, Section or other subdivision;
(iv) unless the context indicates otherwise, reference to any pronoun used Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, including any Person that becomes a successor to WIL or WII as a result of a Redomestication, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this Agreement shall include the corresponding masculine, feminine and neutral forms; clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement;
(v) except as expressly provided to the term “or” is not exclusive contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified and has in effect from time to time in accordance with the meaning represented by terms thereof and, if applicable, the phrase “and/or”; terms hereof, and reference to any Note or other note includes any note issued pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;
(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;
(vii) the word “extentincluding” in (and with correlative meaning “include”) means including, without limiting the phrase generality of any description preceding such term;
(viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and but excluding”;
(viiix) except as otherwise specifically provided herein, all references in this Agreement reference to any statute include the rules and regulations promulgated thereunderlaw, in each case rule or regulation means such as amended, re-enactedmodified, consolidated codified or replaced reenacted, in whole or in part, and in effect from time to time time.
(b) The Article and Section headings herein and in the case Table of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular Contents are for convenience only and shall not affect the construction hereof.
(c) No 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.
(d) Unless otherwise specified herein, (i) all dollar amounts expressed herein shall refer to Dollars and (ii) for purposes of calculating compliance with the terms of this Agreement and the other Loan Documents (including for purposes of calculating compliance with the covenants), each obligation or calculation shall be converted to its Dollar Equivalent.
(e) The Administrative Agent shall determine the Exchange Rates as if drafted jointly of each Revaluation Date to be used for calculating Dollar Equivalent amounts in respect of Borrowings denominated in Optional Currencies. Such Exchange Rates shall become effective as of such Revaluation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Obligors hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementAdministrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Weatherford International LTD), Credit Agreement (Weatherford International LTD)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; ,” (iic) the word “will” will be construed to have the same meaning and effect as the word “shall,” (d) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “heretoherein,” “hereof,” “herein” and “hereunder,” and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Schedules will be construed to refer to Sections or Schedules of this Agreement; , and references to this Agreement include all Schedules hereto, (iiih) provisions that require that a Party, the terms defined Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the singular have a comparable meaning when used in the plural and vice versa; then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (ivj) any pronoun used in this Agreement shall include the corresponding masculine, feminine action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Collaboration Agreement (Generate Biomedicines, Inc.), Master Collaboration Agreement (Molecular Templates, Inc.)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall not be deemed to limit or otherwise affect any of the provisions hereofprevail. Unless the express context otherwise clearly requires, whenever used in this Agreement: (ia) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”; (iib) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (iiif) provisions that require that a Party, the terms defined Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (g) words of any gender include the other gender; (h) words using the singular have a comparable meaning when used in or plural number also include the plural and vice versaor singular number, respectively; (ivi) references to any pronoun used in this Agreement specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the corresponding masculinethen-current amendments thereto or any replacement law, feminine and neutral formsrule or regulation thereof; (vj) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extentnon-refundable” shall mean the degree not prohibit, limit or restrict either Party’s right to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 obtain damages in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or with a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision breach of this Agreement; and (k) neither Party shall be deemed to be acting on behalf of the other Party.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Dicerna Pharmaceuticals Inc), Collaboration and Licensing Agreement
Interpretation. When a reference is made in Unless the context of this Agreement otherwise requires:
(a) (i) Words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to an this entire Agreement; (v) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, recitalAnnex, preamble or ScheduleExhibit, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and references to “paragraphs” or “clauses” shall not be deemed to limit separate paragraphs or otherwise affect any clauses of the provisions hereof. Unless Section or subsection in which the express context otherwise requires: reference occurs; (ivi) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; ,” and (iivii) the words word “hereto,or” “shall be disjunctive but not exclusive.
(b) References to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract, document or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof,” “herein” , as applicable, and “hereunder” in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) References to any federal, state, local, foreign or supranational statute or other Law shall include all regulations promulgated thereunder.
(d) References to any Person include references to such Person’s successors and words permitted assigns, and in the case of similar import when any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall refer be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement as a whole and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to any particular provision the construction or interpretation of this Agreement; .
(iiif) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in Whenever this Agreement refers to a number of days, such number shall include the corresponding masculinerefer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, feminine and neutral forms; (v) the term “or” such calendar day is not exclusive and has a Business Day, then such action may be deferred until the meaning represented by the phrase “and/or”; next Business Day.
(vig) the word “extent” in the The phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.”
(h) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (viiincluding electronic media) except as otherwise specifically provided herein, all references in this Agreement a visible form.
(i) All accounting terms used herein and not expressly defined herein shall have the meanings given to any statute include the rules and regulations promulgated 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, them under GAAP unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement .
(j) All monetary figures shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementin United States dollars unless otherwise specified.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Ingersoll-Rand PLC), Transition Services Agreement (Ingersoll Rand Inc.)
Interpretation. When a reference is made Except where stated otherwise in this Agreement Agreement, the following rules of interpretation apply to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requiresAgreement: (ia) whenever the words “either” and “or” are not exclusive and “include,” “includes” or and “including” are used in this Agreementnot limiting, they shall be deemed to be followed by the words (b) “without limitation”; (ii) the words hereof,” “hereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (iiic) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends extends, and such phrase shall does not mean simply “if,” (d) descriptive headings are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (viie) except as otherwise specifically provided herein, all references definitions contained in this Agreement are applicable to any the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to a “Section,” or “Schedule” refer to a Section of, or a Schedule to, this Agreement, (h) references to a federal, state, local or foreign statute include the rules and regulations promulgated thereunder, in each case or Law shall mean such Law 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-enactedmodified or supplemented, consolidated or replaced provision and also includeinclude any rules, unless the context otherwise requiresregulations and delegated legislation issued thereunder, and (i) words denoting any gender will be deemed to include all applicable guidelines, bulletins or policies made in connection therewithgenders and words denoting natural persons will be deemed to include business entities and vice versa. The parties have participated jointly language used in negotiating this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and drafting no rule of strict construction will be applied against any Party. No summary of this Agreement prepared by any Party will affect the meaning or interpretation of this Agreement. In The Parties agree that they have been represented by counsel during the event that an ambiguity or a question negotiation and execution of intent or interpretation arises, this Agreement shall and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed as if drafted jointly by against the parties, and no presumption party drafting such agreement or burden document. Whenever the final day for performance of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of an obligation under this Agreement, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the next day that is a Business Day.
Appears in 2 contracts
Sources: Voting Agreement (Seagen Inc.), Voting Agreement (Pfizer Inc)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble Unless otherwise required by the context or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings specified herein, (a) the use of any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation”; , (iic) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. supplements or modifications set forth herein), (d) any reference herein to any Person will be construed to include the Person’s successors and assigns, (e) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (f) all references herein to Articles, Sections or Appendices will be construed to refer to Articles, Sections or Appendices of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural , and vice versa; (iv) any pronoun used in references to this Agreement shall include the corresponding masculineall Appendices hereto, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vig) the word “extentnotice” will mean notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (h) provisions that require that a Party, the phrase Parties or any committee hereunder “agree”, “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging) and (i) references to the extent” shall mean the degree to which a subject any specific law, rule or regulation, or article, section or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided hereindivision thereof, all references in this Agreement will be deemed to any statute include the rules and regulations promulgated thereunderthen-current amendments thereto or any replacement or successor law, in each case as amended, re-enacted, consolidated rule 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementregulation thereof.
Appears in 2 contracts
Sources: Joint Venture Agreement (Hutchison China MediTech LTD), Joint Venture Agreement (Hutchison China MediTech LTD)
Interpretation. When a reference is made in The captions and headings to this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part and are to be of this Agreement and shall not be deemed to limit no force or otherwise affect effect in construing or interpreting any of the provisions hereofof this Agreement. Unless specified to the express contrary, references to Sections or Exhibits mean the particular Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words construed as incorporating, also, “but not limited to” or “without limitation”; (ii) the word “will” shall be construed in the imperative having the same meaning as the word “shall”; (iii) the word “day” or “year” means a calendar day or year; (iv) the word “notice” requires notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (v) the words “hereto,” “hereof,” “herein,” “hereby” and “hereunder” and derivative or similar words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to (including any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”Exhibit); (vi) provisions that require that a Party or the word Parties “extentagree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in the phrase “to the extent” shall mean the degree to which a subject writing, whether by written agreement, letter, approved minutes or other thing extends and such phrase shall not mean simply “if” and otherwise; (vii) except as otherwise specifically provided hereinwords of any gender include the other gender; (viii) words using the singular or plural number also include the plural or singular number, all respectively; (ix) references in this Agreement to any statute specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the rules and regulations promulgated thereunderthen-current amendments thereto or any replacement law, in each case as amended, re-enacted, consolidated rule 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 regulation thereof; (x) neither Party nor its Affiliates shall be read as referring deemed to such amendedbe acting “on behalf of” or “under authority of” the other Party hereunder, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement (xi) each Sublicensee shall be construed as if drafted jointly by the parties, and no presumption or burden deemed to act with consent of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementTiGenix.
Appears in 2 contracts
Sources: Patent License and Settlement Agreement (Mesoblast LTD), Patent License and Settlement Agreement (TiGenix NV)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are Unless expressly provided for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used elsewhere in this Agreement, they shall this Agreement will be deemed to be followed by interpreted in accordance with the words “without limitation”; following provisions:
(iia) the words “heretothis Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” “herein” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion, Article, Section, subsection or other subdivision of this Agreement in which any such word is used;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the words “made available” (and words of similar import) by the Company with respect to any particular provision item or document means that prior to the execution of this Agreement; , such information, document or material was (iiii) publicly available on the SEC’s ▇▇▇▇▇ database or (ii) made available for review by Parent or Parent’s Representatives in the “Project ▇▇▇▇▇” electronic data room maintained by the Company or otherwise provided to Parent or Parent’s Representatives by or on behalf of the Company (including in any “clean room” or on an “outside counsel only” basis), in each case, on or before 11:59 p.m. (Pacific Time) on the Business Day prior to the date of this Agreement.
(d) the terms word “including” and its derivatives means “including without limitation” and is a term of illustration and not of limitation;
(e) the word “or” shall be disjunctive but not exclusive;
(f) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular have a comparable meaning when used or in the plural and vice versa; correlative forms of defined terms have corresponding meanings;
(ivg) a defined term has its defined meaning throughout this Agreement and each exhibit, schedule, certificate or other document to this Agreement, regardless of whether it appears before or after the place where it is defined;
(h) all references to prices, values or monetary amounts refer to United States dollars;
(i) wherever used herein, any pronoun used or pronouns will be deemed to include both the singular and plural and to cover all genders;
(j) this Agreement has been jointly prepared by the Parties, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any Party had a greater or lesser hand in drafting this Agreement;
(k) the captions of the Articles, Sections or subsections appearing in this Agreement shall include are inserted only as a matter of convenience and in no way define, limit, construe or describe the corresponding masculinescope or extent of such Section, feminine and neutral forms; or in any way affect this Agreement;
(vl) any references herein to a particular Section, Article, Annex or Schedule means a Section or Article of, or an Annex or Schedule to, this Agreement unless otherwise expressly stated herein;
(m) the term “or” is not exclusive Annexes and has the meaning represented Schedules attached to this Agreement are incorporated herein by the phrase “and/or”; reference and will be considered part of this Agreement;
(vin) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as unless otherwise specifically provided specified herein, all references in this Agreement accounting terms used herein will be interpreted, and all determinations with respect to any statute include the rules and regulations promulgated thereunderaccounting matters hereunder will be made, in each case accordance with GAAP, applied on a consistent basis;
(o) any references to (i) any Contract (including this Agreement), statute or regulation are to the Contract, statute or regulation as amended, re-enactedmodified, consolidated supplemented, restated or replaced from time to time and (in the case of any such amendmentContract, 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly extent permitted by the partiesterms thereof and, and no presumption or burden of proof shall arise favoring or disfavoring any party if applicable, by virtue of the authorship of any provision terms of this Agreement); (ii) any Governmental Entity include any successor to that Governmental Entity; and (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any Section of any applicable Law or other law include any successor to such Section;
(p) all references to days mean calendar days unless otherwise provided; and
(q) all references to time mean New York City time.
Appears in 2 contracts
Sources: Merger Agreement (Qad Inc), Merger Agreement (Qad Inc)
Interpretation. When a reference is made The definitions of terms in this Agreement shall apply equally to an Articlethe singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference feminine and neuter forms. The word “will” shall be construed to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. have the same meaning as the word “shall.” The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or and “including” are used in this Agreement, they shall be deemed deemed, in each case, to be followed by the words phrase “without limitation”; (ii) the words “hereto,.” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the The word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (a) any definition of or reference to any Contract, instrument or other document or any Law in this Agreement shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, including comparable successor law and references to all attachments thereto and instruments incorporated therein, (b) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (viid) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules Sections and regulations promulgated thereunderSchedules shall be construed to refer to Sections of, in each case as amendedand Schedules to, rethis Agreement, unless otherwise indicated, (e) references to clauses without a cross-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 Section or subsection are references to clauses within the same Section or, if more specific, subsection and (f) references from or through any date means, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be read as referring construed without regard to such amended, re-enacted, consolidated any presumption or replaced provision and also include, unless rule requiring construction or interpretation against the context otherwise requires, all applicable guidelines, bulletins party hereto drafting or policies made in connection therewithcausing any instrument to be drafted. The parties hereto have participated jointly in negotiating the negotiation and drafting of this Agreement. In Agreement and, in the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted jointly by the parties, parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) the words “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement, (iii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iv) all days, Business Days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time.
Appears in 2 contracts
Sources: Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (Alpine Immune Sciences, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) In the interpretation of this Agreement unless otherwise indicated. The headings herein are for convenience of reference onlyUndertaking, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the following provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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, apply unless the context otherwise requires: a reference to this Undertaking includes all of the provisions of this document including its schedules; headings are inserted for convenience only and do not affect the interpretation of this Undertaking; if the day on which any act, all applicable guidelinesmatter or thing is to be done under this Undertaking is not a Business Day, bulletins the act, matter or policies made thing must be done on the next Business Day; a reference in connection therewith. The parties this Undertaking to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision; a reference in this Undertaking to any company includes its Related Bodies Corporate; a reference in this Undertaking to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced; a reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Undertaking; an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency; where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning; a word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders; a reference to the words 'such as', 'including', 'particularly' and similar expressions is to be construed without limitation; a construction that would promote the purpose- or object- underlying the Undertaking (whether expressly stated or not) will be preferred to a construction that would not promote that purpose or object; material not forming part of this Undertaking may be considered to:
(A) confirm the meaning of a clause is the ordinary meaning conveyed by the text of the clause, taking into account its context in the Undertaking and the competition concerns intended to be addressed by the Undertaking and the clause in question; or
(B) determine the meaning of the clause when the ordinary meaning conveyed by the text of the clause, taking into account its context in the Undertaking and the purpose or object underlying the Undertaking, leads to a result that does not promote the purpose or object underlying the Undertaking; in determining whether consideration should be given to any material in accordance with paragraph (xiii), or in considering any weight to be given to any such material, regard must be had, in addition to any other relevant matters, to the:
(A) effect that reliance on the ordinary meaning conveyed by the text of the clause would, have participated jointly (taking into account its context in negotiating the Undertaking and drafting this Agreement. In whether that meaning promotes the event purpose or object of the Undertaking); and
(B) need to ensure that an ambiguity the result of the Undertaking is to completely address any ACCC competition concerns; the ACCC may authorise the ACCC Mergers and Adjudication Group, a member of the ACCC or a question member of intent the ACCC staff, to exercise a decision making function under this Undertaking on its behalf and that authorisation may be subject to any conditions which the ACCC may impose; in performing its obligations under this Undertaking, Sea Swift will do everything reasonably within its power to ensure that its performance of those obligations is done in a manner which is consistent with promoting the purpose and object of this Undertaking; a reference to:
(A) a thing (including, but not limited to, a chose in action or interpretation arisesother right) includes a part of that thing;
(B) a party includes its successors and permitted assignees; and
(C) a monetary amount is in Australian dollars. 889 040) of 41–▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, this Agreement shall be construed as if drafted jointly by the parties▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (Sea Swift) Sea Swift agrees to provide, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue the Shipper agrees to engage, Sea Swift to provide the services on the terms below and in the attached Service Conditions and Schedules. 2 Access Service and Additional Services (if any): [to be specified] 3 Wharfage volume [insert approximate cargo volume] 4 Ancillary Services (provided at election of the authorship Shipper): [insert as applicable] 5 Sea Swift’s Service Conditions applicable to the Services: [Standard Stevedoring Conditions] [Standard Warehousing Conditions] Sea Swift Terms & Conditions of any provision of this Agreement.Carriage Sea Swift Credit Terms
Appears in 2 contracts
Sources: Access Agreement, Access Agreement
Interpretation. When This Agreement shall, unless otherwise specified herein, be subject to the following rules of interpretation: (a) the singular includes the plural and the plural the singular; (b) words importing any gender include the other genders; (c) references to persons or entities include its permitted successors and assigns; (d) words and terms which include a reference is made in this Agreement to an Articlenumber of constituent parts, Section, recital, preamble things or Schedule, such reference elements shall be construed as referring separately to an Articleeach constituent part, Sectionthing or element thereof, recitalas well as to all of such constituent parts, preamble things or Schedule of this Agreement unless otherwise indicated. The headings herein elements as a whole; (e) references to statutes are for convenience of reference onlyto be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, do not constitute part of this Agreement amending or replacing the statute referred to; (f) references to agreements and other contractual instruments shall not be deemed to limit include all subsequent amendments thereto or changes therein entered into in accordance with its respective terms; (g) the words “approve” or “consent” or “agree” or derivations of said words or words of similar import mean, unless otherwise affect any expressly provided herein or therein, the prior approval, consent, or agreement in writing of the provisions hereof. Unless person holding the express context right to approve, consent or agree with respect to the matter in question, and the words “require” or “judgment” or “satisfy” or derivations of said words or words of similar import mean the requirement, judgment or satisfaction of the person who may make a requirement or exercise judgment or who must be satisfied, which approval, consent, agreement, requirement, judgment or satisfaction shall, unless otherwise requires: expressly provided herein or therein, be in the sole and absolute discretion of the person holding the right to approve, consent or agree or who may make a requirement or judgment or who must be satisfied; (ih) whenever the words “include,” “includes” or “including” are used in this Agreement, they or words of similar import shall be deemed to be followed by the words “without limitation”; (iii) the words “hereto,” or “hereof,hereby” or “herein” and or “hereof” or “hereunder,” and or words of similar import when used in this Agreement shall import, refer to this Agreement as a whole and not in its entirety; (j) references to any particular provision sections, articles, paragraphs or clauses are to the sections, articles, paragraphs or clauses of this Agreement; and (iiik) the terms defined in the singular have numberings and headings of sections, articles, paragraphs and clauses are inserted as a comparable meaning when used in the plural matter of convenience only and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include affect the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision construction of this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (National Healthcare Corp), Partial Master Lease Termination Agreement and Partial Assignment and Assumption of Master Lease (National Healthcare Corp)
Interpretation. When a reference is made in this Agreement to an ArticleWhenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference feminine and neuter forms and any noun shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedinclude the corresponding singular and plural forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”; but not limited to.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” “$” or “(iiD)(d)ollar” m▇▇▇▇ U.S. Dollars. With respect to any license grant, “exclusive” means exclusive as between the licensor Party and the licensed Party to the fullest extent possible, in light of any rights already granted by the licensor Party to Third Parties prior to the date on which such license is first granted and in light of any limitations on the rights granted to the licensor Party by its licensors. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference to any Laws herein shall be construed as referring to such Laws as from time to time enacted, repealed or amended, (c) any reference herein to any Person shall be construed to include the Person's successors and permitted assigns, (d) the words “hereto,” herein”, “hereof,” “herein” ' and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections or Schedules shall be construed to refer to Articles, Sections and Schedules of this Agreement; , (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vif) the word “extentor” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed to have the same meaning and effect as if drafted jointly by the parties“and/or”, and no presumption or burden (g) a term not defined herein but reflecting a different part of proof speech than a term which is defined herein shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementbe interpreted in a correlative manner.
Appears in 2 contracts
Sources: License and Collaboration Agreement (Medicines Co /De), License and Collaboration Agreement (Medicines Co /De)
Interpretation. When a reference is made in this Agreement to an ArticleExcept where the context expressly requires otherwise, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the use of this Agreement unless otherwise indicated. The headings any gender herein are for convenience of reference only, do not constitute part of this Agreement and shall not will be deemed to limit encompass references to either or otherwise affect any both genders, and the use of the provisions hereof. Unless singular will be deemed to include the express context otherwise requires: plural (iand vice versa), (b) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall will be deemed to be followed by the words phrase “without limitation” and will not be interpreted to limit the provision to which it relates, (c) the word “shall” will be construed to have the same meaning and effect as the word “will”; , (iid) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement shall import, will be construed to refer to this Agreement in each of their entirety, as a whole the context requires, and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits or Schedules of this Agreement; , and references to this Agreement include all Exhibits and Schedules hereto, (iiih) the terms defined word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the singular have a comparable meaning when used Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in the plural writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and vice versa; instant messaging), (ivj) references to any pronoun used in this Agreement shall specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the corresponding masculinethen-current amendments thereto or any replacement or successor law, feminine rule or regulation thereof, and neutral forms; (vk) the term “or” is not exclusive and has will be interpreted in the meaning represented by inclusive sense commonly associated with the phrase term “and/or.”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Viridian Therapeutics, Inc.\DE), Technology License Agreement (Viridian Therapeutics, Inc.\DE)
Interpretation. When a reference is made Except where stated otherwise in this Agreement Agreement, the following rules of interpretation apply to an Articlethis Agreement, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein (a) “either” and “or” are for convenience of reference only, do not constitute part of this Agreement exclusive and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or and “including” are used in this Agreementnot limiting, they shall be deemed to be followed by the words (b) “without limitation”; (ii) the words hereof,” “hereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (iiic) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends extends, and such phrase shall does not mean simply “if,” (d) descriptive headings are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (viie) except as otherwise specifically provided herein, all references definitions contained in this Agreement are applicable to any the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to a “Section,” or “Schedule” refer to a Section of, or a Schedule to, this Agreement, (h) references to a federal, state, local or foreign statute include the rules and regulations promulgated thereunder, in each case or Law shall mean such Law 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-enactedmodified or supplemented, consolidated or replaced provision and also includeinclude any rules, unless the context otherwise requiresregulations and delegated legislation issued thereunder, and (i) words denoting any gender will be deemed to include all applicable guidelines, bulletins or policies made in connection therewithgenders and words denoting natural persons will be deemed to include business entities and vice versa. The parties have participated jointly language used in negotiating this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and drafting no rule of strict construction will be applied against any Party. No summary of this Agreement prepared by any Party will affect the meaning or interpretation of this Agreement. In The Parties agree that they have been represented by counsel during the event that an ambiguity or a question negotiation and execution of intent or interpretation arises, this Agreement shall and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed as if drafted jointly by against the parties, and no presumption party drafting such agreement or burden document. Whenever the final day for performance of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of an obligation under this Agreement, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the next day that is a Business Day.
Appears in 2 contracts
Sources: Voting Agreement (Golden Entertainment, Inc.), Voting Agreement (Regency Centers Lp)
Interpretation. When a reference is made in In this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule (a) the table of this Agreement unless otherwise indicated. The contents and headings herein are for convenience of reference only, do only and will not constitute part affect the meaning or interpretation of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: Agreement; (ib) whenever the words “includeherein,” “includeshereunder,” “hereby” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise; (d) unless expressly stated herein to the contrary, reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (e) unless expressly stated herein to the contrary, reference to any applicable Law means such applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect from time to time, including any rule or regulation promulgated thereunder; (f) the words “including,” “include” and variations thereof are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (iig) “or” is used in the words sense of “hereto,and/or”; “any” is used in the sense of “hereof,” “herein” any or all”; and “hereunderwith respect to” and words of any item includes the concept “of” such item or “under” such item or any similar import when used in relationship regarding such item; (h) unless expressly stated herein to the contrary, reference to a document, including this Agreement shall Agreement, will be deemed to also refer to this Agreement as a whole and not each annex, addendum, exhibit, schedule or other attachment thereto; (i) unless expressly stated herein to any particular provision the contrary, reference to an Article, Section, Schedule or Exhibit is to an article, section, schedule or exhibit, respectively, of this Agreement; (iiij) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded; (k) with respect to all dates and time periods in or referred to in this Agreement, time is of the essence; (l) the terms defined phrase “the date hereof” means the date of this Agreement, as stated in the singular have a comparable meaning when first paragraph hereof; (m) “delivered to the Buyer,” “provided to the Buyer” or “made available to the Buyer” as used in Article III with respect to any documents or information means that such documents or information were made available in the plural virtual data room hosted by the Seller on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement or as otherwise set forth in Schedule 1.2(m); and vice versa; (ivn) “delivered to the Seller,” “provided to the Seller” or “made available to the Seller” as used in Article IV with respect to any pronoun used documents or information means that such documents or information were made available in the virtual data room hosted by the Buyer on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement. The Parties intend that each representation, warranty, covenant and agreement contained in this Agreement shall include will have independent significance, and the corresponding masculinefact that any conduct or state of facts may be within the scope of two or more representations, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” warranties, covenants or agreements contained in the phrase “this Agreement, whether relating to the extent” shall mean same or different subject matters and regardless of the degree to which a subject or other thing extends and such phrase relative levels of specificity, shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references be considered in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated construing 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of interpreting this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (MACOM Technology Solutions Holdings, Inc.), Asset Purchase Agreement (Wolfspeed, Inc.)
Interpretation. When (a) In this Agreement, references:
(i) to the Preamble, Recitals, Sections, Annexes, Exhibits or Schedules are to the Preamble to, a reference is made Recital or Section of, or Annex, Exhibit or Schedule to, this Agreement, as applicable;
(ii) to this Agreement are to this Agreement and the Annexes, Exhibits and Schedules to it, taken as a whole;
(iii) to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof);
(iv) to any section of any statute or regulation include any successor to that section;
(v) to any Governmental Authority include any successor to that Governmental Authority;
(vi) to the date of this Agreement are to the date set forth in the Preamble; and
(vii) to “$” are to United States Dollars.
(b) The Article and Section headings contained in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, purposes only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: substance of this Agreement.
(ic) whenever the The words “include,” “includes” or “including” are as used in this Agreement, they shall Agreement are to be deemed to be followed by the words “without limitation.”;
(iid) the The words “heretoherein,” “hereof,” “herein” and “hereunder” and words of similar import when terms as used in this Agreement shall are to be deemed to refer to this Agreement as a whole and not to any particular provision specific Section unless such reference refers to a specific Section of this Agreement; .
(iiie) This Agreement is the terms product of arms’ length negotiation by the Parties, which have had the assistance of counsel and other professional advisors. The Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other Party.
(f) Terms defined in this Agreement in the singular have a comparable meaning when used in will be deemed to include the plural and vice versa; .
(ivg) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the The word “extent” in the phrase “to the extent” shall mean as used in this Agreement means the degree to which a subject or other thing extends and such phrase shall does not simply mean simply “if” and .”
(viih) except as otherwise specifically provided hereinTerms used herein which are defined in GAAP, all references in this Agreement to any statute include SEC Regulations S-X, SEC Regulations S-K or the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementSEC under the Exchange Act are used herein as so defined.
Appears in 2 contracts
Sources: Transaction Agreement (Online Resources Corp), Transaction Agreement (Aci Worldwide, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule The division of this Agreement unless otherwise indicated. The and the other Facility Documents into Articles and Sections and the use of headings herein are and captions is for convenience of reference only, do only and shall not constitute part modify or affect the interpretation or construction of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofits provisions. Unless the express context otherwise requires: (i) whenever the The words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “heretoherein,” “hereof,” “hereinhereunder,” “hereinafter” and “hereunderhereto” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the or other applicable Facility Document. The term “or” is not exclusive and has has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; (vi) .” The term “documents” and “agreements” include any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The use in any of the Facility Documents of the word “extentinclude” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. References to a specified Article, Exhibit, Section or Schedule shall be construed as a reference to that specified Article, Exhibit, Section or Schedule of this Agreement (or other applicable Facility Document). Unless specifically stated otherwise, any reference to any of the Facility Documents means such document as the same shall be amended, restated, supplemented or otherwise modified and from time to time in effect in accordance with the terms hereof or thereof, as applicable. The references to “assets” and “properties” in the phrase “Facility Documents are meant to the extent” shall be mean the degree to which a subject or other thing extends same and are used throughout the Facility Documents interchangeably, and such phrase words shall be deemed to refer to any and all tangible and intangible assets and properties, including cash, securities, Stock, accounts and contract rights. Terms (including uncapitalized terms) not mean simply otherwise defined herein and that are defined in the UCC shall have the meanings therein described. The payment, prepayment, redemption or repayment of any principal, interest, fees, charges, amounts and/or other Obligations under this Agreement or the other Facility Documents (including the Make Whole Amount and the Exit Fee) shall be made in cash in Dollars unless expressly stated otherwise herein or therein. Any reference to “ifpayment in full,” and (vii) except as otherwise specifically provided herein, all references “payment in full in cash,” “paid in full,” “paid in full in cash,” “repaid in full,” “repaid in full in cash,” “prepaid in full,” “prepaid in full in cash,” “redeemed in full,” “redeemed in full in cash” or any other term or word of similar effect used in this Agreement or any other Facility Document with respect to the Loans or the Obligations shall mean all Obligations (including any statute include Make Whole Amount and the rules Exit Fee, but excluding (x) unasserted contingent indemnification obligations and regulations promulgated thereunder(y) those Obligations under any Facility Document that are not due or payable at the time when all other Obligations are paid in full in cash) have been repaid in full (i) in cash and, as and to the extent applicable pursuant to Section 2.9, satisfied through the issuance of Warrants) or (ii) satisfied through the issuance of Conversion Shares in respect of the principal amount of the Loans and in cash in respect of all other Obligations, in each case as amended, re-enacted, consolidated or replaced from time to time in accordance and in compliance with the case terms and provisions 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arisesNotes, this Agreement shall be construed as if drafted jointly by and the partiesother Facility Documents, but, for the avoidance of doubt, solely to the extent that, after giving effect to both the payment in cash and no presumption or burden such payment through the issuance of proof shall arise favoring or disfavoring any party by virtue Warrants and/or Conversion Shares, the full amount of the authorship of any provision of this Agreement.all such Obligations have been fully and completely satisfied))
Appears in 2 contracts
Sources: Facility Agreement (Oncology Institute, Inc.), Facility Agreement (Oncology Institute, Inc.)
Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule For all purposes of this Agreement Indenture, except as otherwise expressly provided or unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: , (i) whenever terms used herein include, as appropriate, all genders and the words “include,” “includes” or “including” are used in this Agreementplural as well as the singular, they shall be deemed to be followed by the words “without limitation”; (ii) the references to words such as “heretoherein,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement the like shall refer to this Agreement Indenture as a whole and not to any particular provision of part, Article or Section within this Agreement; Indenture, (iii) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall refer to the terms defined in the singular have a comparable meaning when used in the plural and vice versa; applicable Article or Section of this Indenture, (iv) any pronoun used in this Agreement the term “include” and all variations thereof shall mean “include the corresponding masculine, feminine and neutral forms; without limitation,” (v) the term “or” is not exclusive and has the meaning represented by the phrase shall include “and/or”; ,” (vi) the word term “extentproceeds” shall have the meaning ascribed to such term in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture, except that references to the SUBI Trust Agreement include only such items as otherwise specifically provided hereinrelated to the 20[●]-[●] SUBI and the Titling Trust, all (ix) references in this Agreement to any statute laws include their amendments and supplements, the rules and regulations promulgated thereunderthereunder and any successors thereto, in each case as amended(x) references to this Indenture include all Exhibits hereto, re(xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-enactedTrustee pursuant to the Titling Trust Agreement, consolidated be deemed to refer to the Trustee (or replaced from time to time such Co-Trustee) on behalf of the Titling Trust, and (xii) in the case computation of any such amendment, re-enactment, consolidation or replacement, reference herein a period of time from a specified date to a particular provision later specified date, the word “from” shall be read as referring mean “from and including” and the words “to” and “until” shall mean “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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementbut excluding.”
Appears in 2 contracts
Sources: Indenture (Nissan-Infiniti Lt), Indenture (Nissan-Infiniti Lt)
Interpretation. When a reference is made in In this Agreement to an ArticleAgreement, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: :
(ia) whenever words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;
(b) the words “include,” ”, “includes” or ”, “including” ”, or any variations thereof, when following any general term or statement, are used in this Agreementnot to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, they but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;
(c) references to any Person include such Person’s successors and permitted assigns;
(d) any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be followed by a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the words “without limitation”; effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;
(iie) any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified;
(f) in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day;
(g) the words “hereto,” herein”, “hereof,” ”, “herein” hereby”, and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety, not to any particular article or section hereof and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculinehereof, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 where the context otherwise requires; and
(h) all references herein to Articles, all applicable guidelinesClauses, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating Exhibits and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement Schedules shall be construed as if drafted jointly by the partiesto refer to Articles and Clauses of, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of Exhibits and Schedules to, this Agreement, unless otherwise indicated.
Appears in 2 contracts
Sources: Right of First Offer Agreement (Atlantica Yield PLC), Right of First Offer Agreement (Atlantica Yield PLC)
Interpretation. When (a) In this Agreement, unless a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requiresclear contrary intention appears: (i) whenever the words “include,” “includes” or “including” are used in this Agreementsingular number includes the plural number, they shall be deemed to be followed by the words “without limitation”and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the words terms thereof; (v) “heretohereunder,” “hereof,” “herein” and “hereunderhereto,” and words of similar import when used in this Agreement shall refer be deemed references to this Agreement as a whole and not to any particular Section, Schedule, or other provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”hereof; (vi) “including” (and with correlative meaning “include” or “includes”) means including without limiting the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and generality of any description preceding such phrase shall not mean simply “if” and term; (vii) except with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (viii) references to documents, instruments, or agreements shall be deemed to refer as otherwise specifically provided hereinwell to all addenda, all references exhibits, schedules, or amendments thereto. Captions and headings in this Agreement to any statute include are for reference only and do not constitute a part of the rules substance of this Agreement and regulations promulgated thereunder, shall not be considered 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. The parties have participated jointly in negotiating and drafting construing this Agreement. References in the body of this Agreement to Articles, Sections, and Schedules (and Annexes thereof) are to Articles and Sections of and Schedules (and Annexes thereof) to this Agreement, unless stated otherwise. References in any Schedule to Articles, Sections, and Annexes are references to Articles, Sections, and Annexes of that Schedule, unless stated otherwise. References in any Schedule (or Annex thereto) to Articles and Sections of the Agreement are references to the body of this Agreement, unless stated otherwise.
(b) In carrying out its obligations and duties, and in providing estimates under this Agreement, each Party shall have an implied obligation of good faith.
(c) This Agreement was negotiated by the event that an ambiguity or a question Parties with the benefit of intent legal representation, and any rule of construction or interpretation arisesotherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.
(d) To the extent there exists a conflict between any provisions of this Agreement and any Schedule or Annex, the provisions of this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementprevail.
Appears in 2 contracts
Sources: Wet Sand Supply Agreement (Emerge Energy Services LP), Tolling Agreement (Emerge Energy Services LP)
Interpretation. When a reference is made in this Agreement The definitions of the terms herein shall apply equally to an Articlethe singular and plural forms of the terms defined. Whenever the context may require, Sectionany pronoun shall include the corresponding masculine, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicatedfeminine and neuter forms. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein); (ii) the words “hereto,” herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreementhereof; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends and such phrase shall does not mean simply “if” ”; (iv) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of this Agreement; and (viiv) except as otherwise specifically provided herein, all references the headings contained in this Agreement to or any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated Exhibit or replaced from time to time Schedule and in the case table of contents to this Agreement are for reference purposes only and shall not affect in any such amendmentway the meaning or interpretation of this Agreement. Any matter set forth in any provision, resub-enactmentprovision, consolidation section or replacement, reference herein subsection of the Schedules to a particular provision this Agreement shall be read deemed set forth for all purposes of the Schedules hereto to the extent reasonably apparent that such matter is relevant to another provision, sub-provision, section or subsection of the Schedules hereto. All Schedules attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as referring to such amendedif set forth in full herein. Any capitalized terms used in the Exhibits and Schedules attached hereto but not otherwise defined therein, re-enacted, consolidated or replaced provision and also include, unless shall have the context otherwise requires, all applicable guidelines, bulletins or policies made meaning as defined in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that of an ambiguity or a question of intent or interpretation arisesinterpretation, this Agreement shall be construed as if drafted jointly by the parties, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any provision provisions of this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.)
Interpretation. When a reference is made (a) As used in this Agreement Agreement, references to an Articlethe following terms have the meanings indicated: (i) to the Preamble or to the Recitals, SectionSections, recitalArticles or Schedules are to the Preamble or a Recital, preamble Section or ScheduleArticle of, such reference shall be to an Articleor a Schedule to, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are for convenience to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of reference onlyany Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, do not constitute part Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of February 7, 2020; and (viii) to “this Agreement” includes the provisions hereof. Unless the express context otherwise requires: Schedule to this Agreement.
(ib) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) the words .” The word “hereto,or” “hereof,” “herein” and “hereunder” and words of similar import when used shall not be exclusive. Any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a whole calendar day.
(d) The headings contained in this Agreement are for reference purposes only and will not to affect in any particular provision way the meaning or interpretation of this Agreement; .
(iiie) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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 References to a particular provision shall be read as referring “party” hereto means Parent, the Company or a Shareholder and references to such amended“parties” hereto means Parent, re-enacted, consolidated or replaced provision the Company and also include, the Shareholders unless the context otherwise requires.
(f) References to “dollars” or “$” mean United States dollars, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In unless otherwise clearly indicated to the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreementcontrary.
Appears in 2 contracts
Sources: Voting Agreement (Fidelity National Financial, Inc.), Voting Agreement (Fidelity National Financial, Inc.)
Interpretation. When This Agreement has been negotiated by the Parties hereto and their respective attorneys, and the language hereof shall not be construed for or against any Party based on which Party drafted any of the provisions of this Agreement. The table of contents, titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a reference is made whole. Unless otherwise expressly provided or unless the context requires otherwise, (a) all references in this Agreement to an ArticleArticles, SectionSections, recitalSchedules and Exhibits shall mean and refer to Articles, preamble or ScheduleSections, such reference shall be to an Article, Section, recital, preamble or Schedule Schedules and Exhibits of this Agreement unless otherwise indicated. The headings herein are for convenience of reference onlyAgreement; (b) words using the singular or plural number also shall include the plural and singular number, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: respectively; (ic) whenever the words “include,” “includes,” or and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”” whether or not they are in fact followed by such words or words of similar import; (iid) the words “hereto,” references to “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement terms shall refer to this entire Agreement as a whole (including the Schedules and not to any particular provision of this AgreementExhibits hereto); (iiie) all pronouns and any variations thereof shall be deemed to refer to the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral formsor neuter, singular or plural, as the identity of the Person or Persons may require; (vf) references to any Person shall be deemed to mean and include the term successors and permitted assigns of such Person, but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (g) references to a Governmental Authority shall be deemed to include Persons succeeding to the relevant functions of such Governmental Authority; (h) references to laws shall be deemed to mean and include such laws as amended through the date of this Agreement or the Closing Date, as applicable; (i) references to a number of days shall be deemed to refer to calendar days unless such reference is specifically to “or” is not exclusive and has the meaning represented by the phrase “and/orBusiness Days”; (vij) the word “extent” in the phrase “inclusion of a dollar amount with respect to the extent” shall mean the degree to which a subject any representation, warranty, covenant or other thing extends and such phrase agreement contained herein shall not mean simply “if” be deemed an admission that such amount is a material amount; and (viik) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated $ or replaced from time dollars is 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementU.S. dollars.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (WillScot Corp)
Interpretation. When a reference is made (i) As used in this Agreement Agreement, references to an Article, Section, recital, preamble or Schedule, such reference shall be the following terms have the meanings indicated:
(1) to an Article, Section, recital, preamble or Schedule the Sections are to the Section of this Agreement unless otherwise indicated. The headings herein clearly indicated to the contrary;
(2) to any Contract (including this Agreement) or “organizational document” are for convenience to the Contract or organizational document as amended, modified, supplemented or replaced in accordance with the terms thereof from time to time;
(3) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of reference only, do any Law include any successor to such section;
(4) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate;
(5) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not constitute part to any particular Section or clause of this Agreement Agreement, unless otherwise clearly indicated to the contrary; and
(6) to the “date of this Agreement,” “the date hereof” and shall not be deemed words of similar import refer to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: May 27, 2025.
(iii) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall will be deemed to be followed by the words “without limitation”; (ii) .” The word “or” shall not be exclusive. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. With respect to the determination of any period of time, the words “hereto,” “hereof,” “hereinto” and “hereunderuntil” each means “to but excluding.”
(iii) The table of contents and words of similar import when used headings contained in this Agreement shall refer to are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement as a whole Agreement.
(iv) The Parties have participated jointly in the negotiation and not to any particular provision drafting of this Agreement; (iii) the terms defined consequently, in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated 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. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted jointly by the parties, Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(v) No summary of this Agreement prepared by or on behalf of either party shall affect the meaning or interpretation of this Agreement.
(vi) The Annexes to this Agreement are incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized term used in any Annex but not otherwise defined therein shall have the meaning given to such term herein.
Appears in 2 contracts
Sources: Registration and Investor Rights Agreement (Kestrel Group LTD), Registration and Investor Rights Agreement (Kestrel Group LTD)