Common use of Other Definitional and Interpretative Provisions Clause in Contracts

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Teladoc Health, Inc.), Agreement and Plan of Merger (Livongo Health, Inc.), Agreement and Plan of Merger (Portola Pharmaceuticals Inc)

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Other Definitional and Interpretative Provisions. The Unless the express context otherwise requires (a) the words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import similar import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored ; (b) terms defined in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without singular shall have a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms comparable meaning when used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term vice versa; (c) the singular. Whenever terms “Dollars” and “$” mean U.S. dollars and references to “€” or “Euros” refer to European Union Euros; (d) references herein (whether capitalized or not) to a specific Section, Subsection, Recital, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Exhibits or Annexes of this Agreement; (e) wherever the words word “include,” ”, “includes” or “including” are is used in this Agreement, they it shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words ”; (f) references herein to any gender shall include each other gender; (g) with respect to the determination of like import. Unless the context otherwise requiresany period of time, the terms word neither,frommeans nor,from and includingand the words any,” “eitherto” and “until” each means “to but excluding”; (h) the word “or” are shall be disjunctive but not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references herein to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such Contract, instrument or statute, Law as amended, as of such datemodified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and (y) any also to all rules or and regulations promulgated under thereunder; (j) except for purposes of the Company Letter, references herein to any Contract mean such statuteContract as amended, supplemented or modified (including any waiver thereto) in each case, as of such date). Whenever accordance with the context may require, any pronouns used terms thereof; (k) the headings contained in this Agreement are intended solely for convenience and shall include not affect the corresponding masculine, feminine or neuter forms. It is the intention rights of the parties thatto this Agreement; (l) if the last day for the giving of any notice or the performance of any action required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall be extended to the extent possiblenext succeeding Business Day and (m) references herein to “as of the date hereof”, unless provisions are mutually exclusive and effect cannot be given to both “as of the date of this Agreement” or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way words of similar import shall be deemed to limit mean “as of immediately prior to the scope, applicability or effect execution and delivery of any other provision hereofthis Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Patheon N.V.), Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Patheon N.V.)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time and “dollars” to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of this Agreement similar import mean that the relevant documents, instruments or any Exhibitmaterials were (A) posted and made available to the other party on the Intralinks/Project Coffee_Latte due diligence data site, Annexwith respect to the Company, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitIntralinks/Project Coffee_Americano due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the transactions contemplated hereby, in each case, as prior to the date hereof; (B) provided via electronic mail or in person prior to the date hereof; or (C) filed or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Schwab Charles Corp), Voting and Support Agreement, Agreement and Plan of Merger (Td Ameritrade Holding Corp)

Other Definitional and Interpretative Provisions. Unless specified otherwise in this Agreement, the obligations of any Party consisting of more than one Person are joint and several. Unless specified otherwise in this Agreement, all words used in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words in any gender shall extend to and include all genders. The words "hereof,” “", "herein,” “hereto” " and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include,” “", "includes" or "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 those words or words of like import. Unless the context otherwise requires"Writing", the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “"written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the currency of the United States terms hereof and (ii) to “days” shall be to calendar days unless otherwise indicatedthereof. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary The Parties have participated jointly in the negotiation and drafting of this Agreement Agreement. In the event an ambiguity or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf question of any party will affect the meaning intent or interpretation of this Agreement or such Exhibitarises, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as if drafted jointly by the corresponding masculine, feminine Parties and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any Party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect authorship of any other provision hereofof the provisions of this Agreement.

Appears in 3 contracts

Samples: Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such date, including,” respectively. No summary All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars. All references to any time herein shall refer to Eastern Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Seller or Buyer, whether under any rule of construction or otherwise, as a result of the identity of the Party or Parties who drafted this Agreement or any Exhibitprovision hereof. Whenever this Agreement refers to a number of days, Annex, Schedule such number shall refer to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such datething extends, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date)phrase shall not mean simply “if”. Whenever All accounting terms used herein and not expressly defined herein shall have the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be meanings given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthem under GAAP.

Appears in 3 contracts

Samples: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Membership Interest Purchase Agreement (Bob Evans Farms Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and States, (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement respectively and (iii) to a date or time “days” shall be calendar days unless otherwise indicated. The word “or” is disjunctive but not necessarily exclusive. The phrase “ordinary course of business” is deemed to be such date followed by “consistent with past practice” whether or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly so stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 3 contracts

Samples: Tender and Support Agreement (JetPay Corp), Agreement and Plan of Merger (Cdi Corp), Tender and Support Agreement (NCR Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used When a reference is made in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of an Article, Exhibit or Section, such reference only and shall be ignored in the construction to an Article, Exhibit or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules Section of this Agreement unless otherwise specified indicated. The table of contents to this Agreement, and references to clauses without a cross-reference to a the Article, Exhibit and Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined headings contained in this Agreement. Any singular term , are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement shall be deemed to include the plural, and any plural term the singularAgreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” whether or not they are in fact followed by those words or “herein” and “hereunder” and words of like importsimilar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented. Unless the context otherwise requires, the terms “or,” “neither,” “nor,” “any,” “either,” and “or” are shall not exclusivebe exclusive or disjunctive. “Writing,” “written” The parties hereto have participated jointly in the negotiation and comparable drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms refer thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to printingany agreement, typing and other means document or instrument that requires the consent of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are any Person pursuant to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary terms of this Agreement or any Exhibit, Annex, Schedule other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of modification. Wherever a conflict exists between this Agreement or such Exhibitand any other agreement, Annex or Schedule. Any reference in this Agreement shall control but solely to a date or time shall be deemed the extent of such conflict. References to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw, instrument or statute, as amended, as of such date, together with the rules and (y) any rules or regulations promulgated under any such statutethereunder, in each case, case as of such date)may be amended from time to time and any successor thereto. Whenever the context may require, References to any pronouns used in this Agreement Person shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofrefer to that Person’s successors and permitted assigns.

Appears in 3 contracts

Samples: Assignment and Assumption Agreement (Graphic Packaging Holding Co), Assignment and Assumption Agreement (International Paper Co /New/), Exchange Agreement (Graphic Packaging International, LLC)

Other Definitional and Interpretative Provisions. (a) Notwithstanding anything to the contrary in this Agreement, the obligations, representations, warranties and covenants of any party hereto are several (with respect to itself) and not joint and several, and in no event shall any party hereto have any liability for the obligations, representations, warranties or covenants of any other party hereto. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in this Agreement but not otherwise defined herein shall have the meaning assigned to such term in the Merger Agreement. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the currency of the United States terms hereof and (ii) to “days” shall be to calendar days unless otherwise indicatedthereof. References to “from” any Person include the successors and permitted assigns of that Person. References from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (PAETEC Holding Corp.), Agreement and Plan of Merger (Xeta Technologies Inc), Voting Agreement (Siegenthaler Ronald L)

Other Definitional and Interpretative Provisions. The Unless the express context otherwise requires (a) the words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import similar import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored , (b) terms defined in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without singular shall have a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms comparable meaning when used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term vice versa, (c) the singular. Whenever terms “Dollars” and “$” mean U.S. dollars and references to “€” refer to Euros, (d) references herein (whether capitalized or not) to a specific Section, Subsection, Recital, Schedule, Exhibit or Annex shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Exhibits or Annexes of this Agreement, (e) wherever the words word “include,” ”, “includes” or “including” are is used in this Agreement, they it shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words (f) references herein to any gender shall include each other gender, (g) with respect to the determination of like import. Unless the context otherwise requiresany period of time, the terms word neither,frommeans nor,from and includingand the words any,” “eitherto” and “until” each means “to but excluding,” (h) the word “or” are shall be disjunctive but not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) references herein to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such Contract, instrument or statute, Law as amended, as of such datemodified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and (y) any also to all rules or and regulations promulgated under thereunder, (j) except for purposes of the Company Letter, references herein to any Contract mean such statuteContract as amended, supplemented or modified (including any waiver thereto) in each caseaccordance with the terms thereof, as of such date). Whenever (k) the context may require, any pronouns used headings contained in this Agreement are intended solely for convenience and shall include not affect the corresponding masculine, feminine or neuter forms. It is the intention rights of the parties thatto this Agreement, (l) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action, unless otherwise required by Law, shall be extended to the extent possiblenext succeeding Business Day and, unless provisions are mutually exclusive and effect cannot be given (m) references herein to both “as of the date hereof”, “as of the date of this Agreement” or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way words of similar import shall be deemed to limit mean “as of immediately prior to the scope, applicability or effect execution and delivery of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (NXP Semiconductors N.V.), Purchase Agreement (Qualcomm Inc/De)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any ExhibitExhibit or schedules annexed to this Agreement, Annex including the Company Disclosure Schedule or Schedule the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented ; (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, xiii) references to “dollars” and “$” means U.S. dollars; (xxiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the Company due diligence data site (or in any Contract“clean room” or as otherwise provided on an “outside counsel only” basis), instrument or, with respect to the Company, posted or statute shall be deemed made available to refer to such Contract, instrument the Company on the Parent due diligence data site (or statutein any “clean room” or as otherwise provided on an “outside counsel only” basis), as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteapplicable, in each case, as prior to the date hereof; or (B) filed or furnished to the SEC prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb Co)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such date, including,” respectively. No summary All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars. All references to any time herein shall refer to Central Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Seller or Buyer, whether under any rule of construction or otherwise, as a result of the identity of the Party or Parties who drafted this Agreement or any Exhibitprovision hereof. Whenever this Agreement refers to a number of days, Annex, Schedule such number shall refer to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such datething extends, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date)phrase shall not mean simply “if”. Whenever All accounting terms used herein and not expressly defined herein shall have the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be meanings given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthem under GAAP.

Appears in 2 contracts

Samples: Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.), Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.)

Other Definitional and Interpretative Provisions. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Sections and Schedules are to Articles, Sections, Exhibits, Annexes Sections and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The terms “clause(s)” and “subparagraph(s)” shall be used herein interchangeably. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any statute shall be deemed to refer to such statute as amended from time to time and “dollars” are to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, supplemented or restated, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein, but in the case of each of the foregoing, only to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedextent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. References to “from” any Person include the successors and permitted assigns of that Person. References from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or Unless otherwise expressly provided herein, when any Exhibitapproval, Annex, Schedule consent or other document delivered herewith prepared by matter requires any action or on behalf approval of any party will affect the meaning or interpretation group of this Agreement or such ExhibitMembers, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes including any holders of any representations and warranties contained in this Agreement that are made as class of Units, such approval, consent or other matter shall require the approval of a specific date or datesmajority in interest of such group of Members. Except to the extent otherwise expressly provided herein, all references to (x) any Contract, instrument or statute Member shall be deemed to refer solely to such Contract, instrument or statute, Person in its capacity as amended, as of such date, Member and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofcapacity.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Vacasa, Inc.), Limited Liability Company Agreement (TPG Pace Solutions Corp.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of When a reference only and is made in this Agreement to an Article, Section, paragraph, clause, Schedule or Exhibit, such reference shall be ignored in the construction or interpretation hereof. References deemed to Articles, Sections, Exhibits, Annexes and Schedules are be to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified indicated. The Disclosure Schedule, as well as all other schedules and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibitsall exhibits hereto, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a shall be deemed part of this Agreement as if set forth and included in full hereinany reference to this Agreement. Any capitalized terms term used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,.whether References to any “statute” or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollarsregulation” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” statute or “through” any date meanregulation as amended, unless otherwise specifiedmodified, from and including supplemented or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as replaced from time to time amended(and, modified or supplemented (provided that for purposes in the case of statutes, include any rules and regulations promulgated under the statute) and to any “section of any representations and warranties contained statute or regulation” include any successor to the section. Any singular term in this Agreement that are made as will be deemed to include the plural, and any plural term the singular. All pronouns and variations of a specific date or dates, references to (x) any Contract, instrument or statute shall pronouns will be deemed to refer to such Contractthe feminine, instrument masculine or statuteneuter, singular or plural, as amended, as the identity of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context Person referred to may require. Where a word or phrase is defined herein, any pronouns used each of its other grammatical forms shall have a corresponding meaning. All references to “$” in this Agreement shall include the corresponding masculine, feminine or neuter formsbe deemed references to United States dollars. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisionsUnless otherwise indicated, the representationsword “day” shall be interpreted as a calendar day. The headings contained herein (including in the Exhibit and the Disclosure Schedule) are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. The Parties agree that the terms and language of this Agreement were the result of negotiations between the Parties and their respective advisors and, warrantiesas a result, covenants and closing conditions there shall be no presumption that any ambiguities in this Agreement will shall be construed to be cumulative and that each representation, warranty, covenant and closing condition in resolved against any Party. Any controversy over construction of this Agreement will shall be given full, separate and independent effect, and nothing set forth in any provision herein will (except decided without regard to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect events of any other provision hereofauthorship.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (Magicjack Vocaltec LTD)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any ExhibitExhibit or schedules annexed to this Agreement, Annex including the Company Disclosure Schedule or Schedule the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented ; (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, xiii) references to “dollars” and “$” means U.S. dollars; (xxiv) references to “pounds” and “£” means United Kingdom pounds sterling; (xv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the Alexion Pharmaceuticals, Inc. due diligence data site (or in any Contract“clean room” or as otherwise provided on an “outside counsel only” basis), instrument or, with respect to the Company, posted or statute shall be deemed made available to refer to such Contract, instrument the Company on the AstraZeneca PLC due diligence data site (or statutein any “clean room” or as otherwise provided on an “outside counsel only” basis), as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteapplicable, in each case, at least one day prior to the date of this Agreement; (B) provided via electronic mail or in person at least one day prior to the date of this Agreement (including materials provided to outside counsel); or (C) filed or furnished to the SEC prior to the date of this Agreement; (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; (xvii) it is understood that among the factors applicable to determining whether Parent or the Company has “unreasonably withheld, conditioned or delayed” consent under Section 6.01 or Section 7.01 of this Agreement, as applicable, are prevailing external economic, industry and regulatory circumstances; and (xviii) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words In this Agreement, unless otherwise specified, the following rules of like import used in interpretation apply. A defined term has its defined meaning throughout this Agreement shall refer and, unless otherwise defined, in each Exhibit and Schedule to this Agreement as a whole and not to any particular provision Agreement, regardless of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in whether it appears before or after the construction or interpretation hereofplace where it is defined. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided, that, with respect to any agreement or contract required to be listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall be deemed refer to include the plural, this Agreement as a whole and not to any plural term the singularparticular provision of this Agreement. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and or “dollars” are refer to the currency of the United States and (ii) to “days” U.S. dollars unless otherwise noted. Any singular term in this Agreement shall be deemed to calendar days unless otherwise indicatedinclude the plural, and any plural term the singular. Words importing one gender include the other gender. References to any Person include the successors and permitted assigns of that Person. References to “fromlaw” or “throughlawsshall be deemed also to include any date meanApplicable Law, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or references to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time Applicable Law shall be deemed to be such date include references to any rules or time in regulations promulgated, or statutory instruments issued, thereunder. To the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in extent this Agreement that are refers to information or documents to be made available, delivered or provided by the Company to Parent or the Merger Subsidiaries, or by Parent or the Merger Subsidiaries to the Company, the Company or Parent or the Merger Subsidiaries, as of a specific date or datesthe case may be, references to (x) any Contract, instrument or statute shall be deemed to refer have satisfied such obligation if the relevant party or any of its Representatives has made such information or document available by (i) in the case of the Company, (x) posting such information or document on or prior to such ContractSeptember 4, instrument 2009 to the “electronic data room” maintained by the Company and accessible by Parent and Parent’s Representatives for purposes of the transactions contemplated by this Agreement or statute, as amended, as of such date, and (y) any rules posting such information or regulations promulgated under any document to the “electronic data room thereafter and providing the General Counsel of Parent with written notice that such statuteinformation or document was posted (including by electronic mail) or (ii) in the case of the Parent, in each case(x) posting such information or document on or prior to September 4, as 2009 to the “electronic data room” maintained by the Company and accessible by the Company and Company’s Representatives for purposes of such date). Whenever the context may require, any pronouns used in transactions contemplated by this Agreement shall include or (y) posting such information or document to the corresponding masculine, feminine or neuter forms. It is “electronic data room” thereafter and providing the intention General Counsel of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both Company with written notice that such information or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will document was posted (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofincluding by electronic mail).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Intellon Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of When a reference only and is made in this Agreement to an Article, Section, paragraph, clause, Schedule or Exhibit, such reference shall be ignored in the construction or interpretation hereof. References deemed to Articles, Sections, Exhibits, Annexes and Schedules are be to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified indicated. The Disclosure Letter, as well as all other schedules and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibitsall exhibits hereto, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a shall be deemed part of this Agreement as if set forth and included in full hereinany reference to this Agreement. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,.whether References to any “statute” or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollarsregulation” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” statute or “through” any date meanregulation as amended, unless otherwise specifiedmodified, from and including supplemented or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as replaced from time to time amended(and, modified or supplemented (provided that for purposes in the case of statutes, include any rules and regulations promulgated under the statute) and to any “section of any representations and warranties contained statute or regulation” include any successor to the section. Any singular term in this Agreement that are made as will be deemed to include the plural, and any plural term the singular. All pronouns and variations of a specific date or dates, references to (x) any Contract, instrument or statute shall pronouns will be deemed to refer to such Contractthe feminine, instrument masculine or statuteneuter, singular or plural, as amended, as the identity of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context Person referred to may require. Where a word or phrase is defined herein, any pronouns used each of its other grammatical forms shall have a corresponding meaning. All references to “$” in this Agreement shall include the corresponding masculine, feminine or neuter formsbe deemed references to United States dollars. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisionsUnless otherwise indicated, the representationsword “day” shall be interpreted as a calendar day. The headings contained herein (including in the Exhibits and the Disclosure Letter) are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. The Parties agree that the terms and language of this Agreement were the result of negotiations between the Parties and their respective advisors and, warrantiesas a result, covenants and closing conditions there shall be no presumption that any ambiguities in this Agreement will shall be construed to be cumulative and that each representation, warranty, covenant and closing condition in resolved against any Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation. For purposes of this Agreement, any information that was posted in the Data Room will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit have been “made available” by the scope, applicability or effect of any other provision hereofCompany to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any initial capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and States, (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (yiii) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement to “days” shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, be calendar days unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofotherwise indicated.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sibanye Gold LTD), Agreement and Plan of Merger (Stillwater Mining Co /De/)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term shall be deemed to include the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms ; (viii) neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writingwriting,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time and “dollars” to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including including,” respectively; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available to Parent prior to the date hereof by the Company on the Project View IntraLinks Data Site, (B) provided via electronic mail or in person prior to the date that is two days prior to the date hereof, or (C) filed with or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system in unredacted form after January 1, 2019 and prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such date, respectively. No summary phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf question of any party will affect the meaning intent or interpretation of this Agreement or such Exhibitarises, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eaton Vance Corp), Agreement and Plan of Merger (Morgan Stanley)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) The word “or” shall not be deemed to be exclusive. The word $extent” and the phrase dollars” are to the currency of extent” when used in this Agreement shall mean the United States degree to which a subject or other thing extends, and (ii) to such word or phrase shall not simply mean days” shall be to calendar days unless otherwise indicatedif”. References to any statute, law or other Applicable Law shall be deemed to refer to such statute, law or other Applicable Law as amended from time to time and, if applicable, to any rules or regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References to a fromparty” or the throughpartiesmean a party or the parties to this Agreement unless the context otherwise requires. Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such entity. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following May 18 is June 18 and one month following May 31 is July 1). 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 will be excluded. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary Except as otherwise expressly set forth herein, all amounts required to be paid hereunder shall be paid in United States currency in the manner and at the times set forth herein. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by such parties and no presumption or burden of proof will arise favoring or disfavoring any Exhibitparty due to the authorship of any provision of this Agreement. References to documents or information “made available” or “provided” to Parent or similar terms shall mean documents or information (i) publicly available on the SEC XXXXX database at least two (2) Business Days prior to the date of this Agreement, Annex, Schedule or other document (ii) delivered herewith prepared by or on behalf of any party will affect the meaning Company to Parent via e-mail or interpretation in hard copy form at least one (1) Business Day prior to the execution of this Agreement or such Exhibit, Annex or Schedule. Any reference in (ii) uploaded at least one (1) Business Day prior to the execution of this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified“Project Pursuit” dataroom hosted on Datasite. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.​ ​

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is The term “in the intention ordinary course of business” means “in the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect ordinary course of any other provision hereofbusiness consistent with past practice”.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)

Other Definitional and Interpretative Provisions. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” References to “this Agreement,” “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings Agreement and captions contained herein are included for convenience of reference only and shall be ignored in the construction include any schedules, annexes, exhibits or interpretation hereof. References other attachments to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the pluralagreement, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule instrument or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Contractagreement, instrument instrument, other document or law Law as from time to time amended, modified or supplemented supplemented, including (provided in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that for purposes requires the consent of any representations and warranties contained in Person pursuant to the terms of this Agreement that are made or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. The use of the words “or,” “either” and “any” shall not be exclusive. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Wherever a specific date conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to agreements or dates, references to (x) any Contract, instrument or statute other documents shall be deemed to refer to such Contract, instrument agreement or statute, other document as amended, as of such daterestated, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, supplemented and/or otherwise modified from time to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereoftime.

Appears in 2 contracts

Samples: Joinder Agreement (MDC Partners Inc), Tax Receivable Agreement (Stagwell Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, provided that any information disclosed in an Exhibit or Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement (except where such information is affirmatively required to be so disclosed). Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any statute are to that statute, as amended from time to time, and to the currency of the United States rules and (ii) to “days” shall be to calendar days unless otherwise indicatedregulations promulgated thereunder. References to “from” any agreement or “through” contract (including terms that are defined in this Agreement) are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that, with respect to any agreement or contract listed on any Schedules annexed hereto, all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the successors and permitted assigns of that Person. References to the parties mean the parties to this Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. No summary of this Agreement References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or ScheduleApplicable Law. Any reference References in this Agreement to a any United States legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than that of the United States, be deemed to include what most nearly approximates in that jurisdiction to the United States legal term. References in this Agreement to “the date hereof” or time “the date of this Agreement” shall refer to December 14, 2005. For the avoidance of doubt, (i) references in this Agreement to “the transactions contemplated by this Agreement” and similar references shall be deemed to be such date or time in include the City of New Yorktransactions contemplated by the Charter Amendment (including the Parent Common Stock Redemption), New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented and (provided that for purposes of any representations and warranties ii) the covenants contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, have been effective and binding obligations from the Original Merger Agreement Date (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, other than those covenants to the extent possible, unless provisions are mutually exclusive and effect cannot be given relating to both or all such provisionsMerger Subsidiary, the representationsCharter Amendment, warrantiesthe reclassification of Parent Stock contemplated by the Charter Amendment, or the Parent Common Stock Redemption, which covenants shall be effective and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to binding obligations as of the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision date hereof).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedterms thereof. References to “from” any Person include the successors and permitted assigns of that Person. References from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of Unless otherwise expressly provided herein, (a) references to organization documents (including the Solaris LLC Agreement), agreements (including this Agreement or any Exhibit, Annex, Schedule or Agreement) and other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time contractual instruments shall be deemed to be such date or time in the City of New Yorkinclude all subsequent amendments, New Yorkrestatements, U.S.A.extensions, unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented supplements and other modifications thereto; and (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, b) references to any law (xincluding the Code and the Treasury Regulations) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculineall statutory and regulatory provisions consolidating, feminine amending, replacing, supplementing or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all interpreting such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereoflaw.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Aris Water Solutions, Inc.), Tax Receivable Agreement (Aris Water Solutions, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions contained herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules are to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be deemed construed to include have the plural, and any plural term same meaning as the singularword “shall”. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or thing extends, the terms and such shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not exclusivebe exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Unless otherwise specified, references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References (i) to “$” and “dollars” any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof. References to any Person include the successors and permitted assigns of the United States and (ii) to “days” that Person. This Agreement shall be construed without regard to calendar days unless otherwise indicatedany presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. References to “fromordinary course” or “throughordinary course of businessrefers to the ordinary course of business of the Company and the Subsidiaries of the Company, as well as reasonable actions or omissions taken or to be taken by the Company or any of its Subsidiaries in good faith and in their reasonable business discretion from time to time in response to any novel economic or social conditions, circumstances or events, including those relating to or arising from COVID-19. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or any Exhibityear corresponding to the starting date; and, Annexif no corresponding date exists, Schedule then the end date of such period being measured will be the next actual date of the following month or other document delivered herewith prepared by or on behalf year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of any party will affect measuring the meaning or interpretation beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or such ExhibitBusiness Day), Annex the time at which a thing, occurrence or Scheduleevent shall begin or end shall be deemed to occur in the time zone in which San Jose, California is located. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any reference references in this Agreement to a date “dollars” or time “$” shall be deemed to be such date or time U.S. dollars. As used herein, term “made available” means that the information referred to has been (i) posted in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument “data room” established by the Company or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, its Representatives prior to the extent possibleexecution of this Agreement, unless provisions are mutually exclusive and effect cannot be given or (ii) sent to both or all such provisions, the representations, warranties, covenants and closing conditions Parent’s counsel (listed in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except Section 11.01) prior to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect execution of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It Except as required by Rule 14d-1(g)(3) promulgated by the SEC under the Exchange Act, when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the intention reference date in beginning the calculation of such period shall be excluded. If the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all last day of such provisionsperiod is a non-Business Day, the representations, warranties, covenants and closing conditions period in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to question shall end on the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofnext succeeding Business Day.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Corium International, Inc.), Agreement and Plan of Merger (Gurnet Holding Co)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of this Agreement similar import mean that the relevant documents, instruments or any Exhibitmaterials were (A) posted and made available to the other party on the Xxxxxxx Datasite/Project Hugo due diligence data site, Annexwith respect to the Company, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitXxxxxxx Datasite/Project Element 2015 due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the transactions contemplated hereby, in each case, as prior to the date hereof; (B) provided via electronic mail or in person prior to the date hereof; or (C) filed or furnished to the SEC prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Humana Inc), Agreement and Plan of Merger (Aetna Inc /Pa/)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bioverativ Inc.), Agreement and Plan of Merger (Ariad Pharmaceuticals Inc)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any ExhibitExhibit or schedules annexed to this Agreement, Annex including the Company Disclosure Schedule or Schedule the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented ; (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, xiii) references to “dollars” and “$” mean U.S. dollars; (xxiv) references to “pounds” and “£” mean United Kingdom pounds sterling; (xv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the Company’s due diligence data site (or in any Contract“clean room” or as otherwise provided on an “outside counsel only” basis), instrument or, with respect to the Company, posted or statute shall be deemed made available to refer to such Contract, instrument the Company on Parent’s due diligence data site (or statutein any “clean room” or as otherwise provided on an “outside counsel only” basis), as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteapplicable, in each case, as at least one day prior to the date of this Agreement; (B) provided via electronic mail, in person or on a conference call at least one day prior to the date of this Agreement (including materials provided to outside counsel); or (C) filed or furnished to the SEC prior to the date of this Agreement (or, with respect to Parent, furnished pursuant to any other Parent Public Document); (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such date). Whenever phrase shall not mean “if”; and (xvii) the context may requireParties hereto have participated jointly in the negotiation and drafting of this Agreement and, any pronouns used in the event an ambiguity or question of intent or interpretation arises, this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine Parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any Party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amryt Pharma PLC), Agreement and Plan of Merger (Chiasma, Inc)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (a) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (b) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (d) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit, Annex Exhibit or the Company Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (g) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing; (h) ”writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references to “$” and “dollars” any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided, that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (j) references to any Person include the successors and permitted assigns of the United States and that Person; (iik) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including including,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (i) posted and made available on the Intralinks, Inc. due diligence data site maintained by the Company or Parent, in connection with the Transactions prior to the date hereof; (ii) provided via electronic mail or in person prior to the date hereof; or (iii) filed or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system at least two (2) Business Days prior to the date hereof; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such date, respectively. No summary phrase shall not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf question of any party will affect the meaning intent or interpretation of this Agreement or such Exhibitarises, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine Parties and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any Party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McGrath Rentcorp), Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Schedules and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Schedules and Schedules Exhibits of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes specified; (iv) all Exhibits and Schedules annexed hereto to this Agreement or referred to herein in this Agreement, including the Disclosure Schedules, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex Exhibit or Schedule the Disclosure Schedules but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any applicable Law shall be deemed to refer to such applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the currency terms thereof, and references to the portion of any contract that is split off or assigned in part hereunder are, after such split or assignment, solely to that portion of such contract, and not to the United States contract in its entirety prior to such split or assignment in part thereof; (xi) references to any Person include the successors and permitted assigns of that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement ; (xiii) references to a date “day” or time shall be deemed to be such date or time in the City of New York, New York, U.S.A.“days” mean, unless otherwise specified. Any Contract, instrument a calendar day or law defined calendar days, respectively; (xiv) references to “dollars” and “$” means U.S. dollars, and all payments to be made by either party hereunder shall be made in U.S. dollars, (xv) the term “made available” and words of similar import mean that the relevant documents, instruments or referred materials were (A) posted and made available to herein means the other party on the electronic data site maintained by the disclosing party in connection with the transactions contemplated hereby; or (B) provided by the disclosing party via e-mail or in person; (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such Contract, instrument or law as from time to time amended, modified or supplemented phrase shall not mean “if”; and (provided that for purposes xvii) the parties have participated jointly in the negotiation and drafting of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteand, in each casethe event an ambiguity or question of intent or interpretation arises, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Molina Healthcare Inc), Asset Purchase Agreement (Molina Healthcare Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) The phrases “provided,” “delivered” or “made available,” when used herein, mean that the subject information or materials referred to “$” and “dollars” are have, prior to the currency relevant date of determination, been electronically delivered to, and made viewable and downloadable by, Buyer and its requested Representatives on the United States and “Project Eagle” electronic data room hosted by Intralinks, as that site existed as of 5:00 X.X. Xxx Xxxx Xxxx, Xxx Xxxx time at least one (ii1) Business Day immediately prior to “days” shall be to calendar days unless otherwise indicatedthe date of this Agreement. References to “from” any Person include the successors and permitted assigns of that Person. References from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. All references to any such statute, in each case, as of such date)time herein shall refer to Eastern Time. Whenever the context may require, any pronouns The language used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit be the scopelanguage chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, applicability such number shall refer to calendar days unless Business Days are specified. The word “to the extent” shall mean the degree to which a subject or effect of any other provision hereofthing extends, and such phrase shall not mean simply “if”. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Stericycle Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or”, “any” and “either” are not exclusive. 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”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “made available to Journal”, “made available to Scripps” and words of similar import refer to delivered in person or electronically to Journal or Scripps, as the case may be, or their respective Representatives or otherwise available to any party hereto through the SEC website. The captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Appendices and Schedules are to Articles, Sections, Exhibits, Annexes Appendices and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the currency of terms hereof and thereof; provided that with respect to any agreement or contract listed on any Scripps Disclosure Schedule or Journal Disclosure Schedule, all such amendments, modifications or supplements must also be listed in the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedappropriate schedule. References to “from” any Person include the successors and permitted assigns of that Person. References from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement References to “law”, “laws” or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date particular statute or time law shall be deemed also to be such date or time in the City of New York, New York, U.S.A., unless otherwise specifiedinclude any Applicable Law. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention Each of the parties thathereto has participated in the drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will must be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effectas if it is drafted by all the parties hereto, and nothing set forth in no presumption or burden of proof shall arise favoring or disfavoring any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect party hereto by virtue of authorship of any other provision hereofof the provisions of this Agreement.

Appears in 2 contracts

Samples: Master Transaction Agreement (Journal Communications Inc), Master Transaction Agreement (Scripps E W Co /De)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (a) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (b) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (d) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (g) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms ; (h) neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writingwriting,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references to “$” and “dollars” any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (j) references to any Person include the successors and permitted assigns of the United States and that Person; (iik) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import mean that the relevant documents, respectively. No summary of this Agreement instruments or any Exhibitmaterials were (i) posted and made available to the other party on the Intralinks, AnnexInc. due diligence data site, Schedule or other document delivered herewith prepared by with respect to the Company, or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitXxxxxxx DatsiteOne due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the Transactions, in each case, as prior to the date hereof; (ii) provided via electronic mail or in person prior to the date hereof; or (iii) filed or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system prior to the date hereof; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (o) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (Mobile Mini Inc)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term shall be deemed to include the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms ; (viii) neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writingwriting,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time and “dollars” to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including including,” respectively; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available prior to the date hereof by the Company on the Mxxxxxx Data Site / Eagle 20 due diligence data site maintained by the Company, (B) provided via electronic mail or in person prior to the date hereof, or (C) filed with or furnished to the SEC and publicly available on the SEC’s EXXXX reporting system prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such date, respectively. No summary phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf question of any party will affect the meaning intent or interpretation of this Agreement or such Exhibitarises, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Morgan Stanley)

Other Definitional and Interpretative Provisions. A reference to a statutory provision (including, in Brazil, a provision of a Lei Ordinária, Lei Complementar, Decreto, Decreto-Lei, Medida Provisória and any other law under Brazilian law), includes a reference to: (a) the statutory provision as modified or re-enacted or both from time to time (whether before or after the date of this Agreement); and (b) any subordinate legislation made under the statutory provision by any Person (whether before or after the date of this Agreement). A reference to a “regulation” includes any regulation, rule, official directive, request, guideline, portaria, regulamento, decreto, resolução, deliberação, circular, carta-circular, instrução, instrução normativa , regimento, ato declaratório and/or despacho normativo (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Annexes, Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Annexes, Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined set forth in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the currency of terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedappropriate schedule. References to “fromPersons acting in concert” means, in relation to a Person, Persons which actively co-operate, pursuant to an agreement or understanding (whether formal or informal) with a view to obtaining or consolidating Control of that Person. References to “he” or “throughhimshall be deemed to refer, in addition, to “she” and “her”, respectively. References from or to any date mean, unless otherwise specified, from and including and to but excluding, respectively and a time of day is a reference to São Paulo, Brazil time. References to “company”, “corporation” or through and including such date, respectively. No summary “entity” include a reference to any business entity (of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly statedwhatever form) in any way be deemed to limit jurisdiction (including Brazilian sociedades empresárias and sociedades simples). Italicized terms in parenthesis denote the scopePortuguese language words for names, applicability or effect of any concepts and other provision hereofterms applicable in Brazil.

Appears in 1 contract

Samples: Operating and Coordination Agreement (Cosan Ltd.)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules (including the Company Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute shall be deemed to calendar days unless otherwise indicatedrefer to such statute as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified, supplemented extended or renewed from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedule hereto, all such amendments, modifications, supplements, extensions or renewals must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References to a fromparty” or the throughpartiesmeans a party or the parties to this Agreement unless the context otherwise requires. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary The parties hereto have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing and, in the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by such parties and no presumption or burden of proof will arise favoring or disfavoring any Exhibitparty due to the authorship of any provision of this Agreement. Unless otherwise specifically indicated, Annex, Schedule or other document all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. The words “made available” shall be deemed to mean (i) publicly available on the SEC EXXXX database prior to the date of this Agreement; (ii) delivered herewith prepared by or on behalf of any party will affect the meaning Company to Parent or interpretation Parent’s Representatives via e-mail or in hard copy form prior to the execution of this Agreement, provided if delivered on the date of this Agreement, receipt is acknowledged on such date via e-mail or hard copy or (iii) made available or accessible to Parent and its representatives prior to the date of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations virtual data room established by the Company and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofhosted by ShareFile.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BTRS Holdings Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or other thing extends, the terms and such phrase shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not be exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and States, (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement respectively and (iii) to a date or time “days” shall be deemed to be such date or time in the City of New York, New York, U.S.A., calendar days unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofindicated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Astea International Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless Whenever the context otherwise requiresphrase “ordinary course”, “ordinary course of business” or any similar phrase is used in this Agreement it shall be deemed to mean the terms “neither,” “nor,” “any,” “either” and “or” are not exclusiveordinary course of business consistent with past practice. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and States, (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement respectively and (iii) to a date or time “days” shall be deemed to be such date or time in the City of New York, New York, U.S.A., calendar days unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofindicated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fitbit, Inc.)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of this Agreement similar import mean that the relevant documents, instruments or any Exhibitmaterials were (A) posted and made available to the other party on the Intralinks/Project Tree due diligence data site, Annexwith respect to the Company, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitXxxxxxx Datasite/Project Xxxxxx due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the transactions contemplated hereby, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, prior to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both date hereof; (B) provided via electronic mail or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except person prior to the extent expressly stateddate hereof (including materials provided to or reviewed by outside counsel); or (C) in any way be deemed filed or furnished to limit the scope, applicability or effect of any other provision SEC prior to the date hereof.;

Appears in 1 contract

Samples: Agreement and Plan of Merger

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions, table of contents and headings and captions contained included herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement All references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. If a term used herein is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and any plural term the singularvice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to $Extentand in the phrase dollars” are to the currency of extent” means the United States degree to which a subject or other thing extends, and (ii) to such phrase does not mean simply daysif.shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute applicable Law shall be deemed to refer to such Contractapplicable Law as amended from time to time and to any rules, instrument regulations or statute, interpretations promulgated thereunder. References to any agreement or Contract are to that agreement or Contract as amended, as of modified, supplemented, extended or renewed from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or Contract listed on the Company Disclosure Schedule, all such dateamendments, modifications, supplements, extensions and (y) renewals must also be listed in the appropriate Section thereof. References to any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall Person include the corresponding masculine, feminine or neuter forms. It is the intention successors and permitted assigns of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ra Pharmaceuticals, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole (including Exhibits and Schedules) and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are permitted assigns of that Person, an in the case of any Governmental Authority, to the currency of the United States any Persons succeeding to its functions and (ii) to “days” shall be to calendar days unless otherwise indicatedcapacities. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. All references to any such statute, in each case, as of such date)time herein shall refer to Eastern Time. Whenever the context may require, any pronouns The language used in this Agreement shall include be deemed to be the corresponding masculinelanguage chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, feminine or neuter formssuch number shall refer to calendar days unless Business Days are specified. It is the intention of the parties that, The word “to the extent possibleextent” shall mean the degree to which a subject or other thing extends, unless provisions are mutually exclusive and effect cansuch phrase shall not be given to both or mean simply “if”. The term “dollars” and the symbol “$” mean United States Dollars and all such provisions, the representations, warranties, covenants and closing conditions amounts in this Agreement will shall be construed paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be given fulldetermined by converting such other currency to United States Dollars at the foreign exchange rates published in the Wall Street Journal and in effect at the time such amount, separate and independent effectcost, fee or expense is incurred, and nothing set forth in any provision herein will (except the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the extent nearest xxxxx. All accounting terms used herein and not expressly stateddefined herein shall have the meanings given to them under GAAP. References to “made available” to Buyer or “provided to” Buyer (or words of similar import) in any way respect of documents, information or other material made available or provided (or words of similar import) by Seller means such document, information or other material made available to Buyer by Seller or its Representatives in the Virtual Data Room, on or prior to 11:59 p.m. (Pacific Time) two (2) days prior to the date hereof. Reference herein to “default under,” “breach of,” or other expression of similar import shall be deemed to limit be followed by the scopephrase “with or without notice or lapse of time, applicability or both.” Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of any other provision hereofan agreement shall not be applicable to the construction or interpretation of this Agreement.

Appears in 1 contract

Samples: Equity Purchase Agreement (Sunpower Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions contained herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules are to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be deemed construed to include have the plural, and any plural term same meaning as the singularword “shall”. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or thing extends, the terms and such shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not exclusivebe exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Unless otherwise specified, references to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder. References (i) to “$” and “dollars” any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof. References to any Person include the permitted successors and assigns of that Person. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the United States and (ii) party drafting or causing any instrument to be drafted. The phrase daysdate hereof” or “date of this Agreement” shall be deemed to calendar days unless otherwise indicatedrefer to the date set forth in the preamble of this Agreement. References to “from” from or “through” through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. No summary The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or any Exhibityear corresponding to the starting date; and, Annexif no corresponding date exists, Schedule then the end date of such period being measured will be the next actual date of the following month or other document delivered herewith prepared by or on behalf year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of any party will affect measuring the meaning or interpretation beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or such ExhibitBusiness Day), Annex the time at which a thing, occurrence or Scheduleevent shall begin or end shall be deemed to occur in the time zone in which New York City, New York is located. References to a “day” or “days” shall be deemed to mean a calendar day or calendar days, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. Any reference references in this Agreement to a “dollars” or “$” shall be to U.S. dollars. References to any information or document being “made available”, “provided” or “furnished” (other than to the SEC) as of the date hereof, and words of similar import shall include such information or document, (x) with respect to the Company, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on XXXXX, that is available on XXXXX or (2) having been posted to the online data room hosted on behalf of the Company by Intralinks by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of Parent, Merger Subsidiary or their respective Representatives) and, (y) with respect to Parent, (1) to the extent such information or document was filed with the SEC on or after January 1, 2018 and prior to the date hereof and is available on XXXXX, that is available on XXXXX or (2) having been distributed to the Company or its advisors by 5 P.M. New York City time on the day immediately preceding the date of this Agreement (other than information or documents thereafter provided in response to requests of the Company or its Representatives). References to the “ordinary course of business” of any Person shall be deemed to be such date or time in mean “the City ordinary course of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as business consistent with the past practices” of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofPerson.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Milacron Holdings Corp.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Sections and Schedules are to Articles, Sections, Exhibits, Annexes Sections and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. 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,.whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall not be exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (ia) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” any statute, rule or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time regulation shall be deemed to be refer to such date statute, rule or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law regulation as amended from time to time amended, modified and to any rules or supplemented (regulations promulgated thereunder; provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contractstatute, instrument rule or statute regulation shall be deemed to refer to such Contract, instrument or statute, as amendedrule or regulation, as amended (and, in the case of such datestatutes, and (y) any rules or and regulations promulgated under any such statutestatutes), in each case, as of such date). Whenever , (b) to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context may requireotherwise requires, (c) from or through any pronouns date mean, unless otherwise specified, from and including or through and including, respectively, (d) to the “date hereof” means the date of this Agreement and (e) to a “party” or the “parties” mean the parties to this Agreement unless otherwise specified or the context otherwise requires. As used in this Agreement Agreement, the term “affiliates” shall include have the corresponding masculine, feminine or neuter forms. It is the intention meaning set forth in Rule 12b-2 of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions Exchange Act. The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement 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 to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to against the extent expressly stated) in any way be deemed to limit the scope, applicability party drafting such agreement or effect of any other provision hereofdocument.

Appears in 1 contract

Samples: Voting Agreement (At&t Inc.)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (a) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (b) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (c) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (d) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (f) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (g) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms ; (h) neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writingwriting,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (i) references to “$” and “dollars” any Contract or Laws are to that Contract or Laws as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (j) references to any Person include the successors and permitted assigns of the United States and that Person; (iik) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding,” respectively; (l) references to “dollars” and “$” means U.S. dollars; (m) the term “made available” and words of similar import mean that the relevant documents, respectively. No summary of this Agreement instruments or any Exhibitmaterials were (i) posted and made available to the other party on the Intralinks, AnnexInc. due diligence data site, Schedule or other document delivered herewith prepared by with respect to the Company, or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitMxxxxxx DatsiteOne due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the Transactions, in each case, as prior to the date hereof; (ii) provided via electronic mail or in person prior to the date hereof; or (iii) filed or furnished to the SEC and publicly available on the SEC’s EXXXX reporting system prior to the date hereof; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (o) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (WillScot Corp)

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Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any ExhibitExhibit or schedules annexed to this Agreement, Annex including the Company Disclosure Schedule or Schedule the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented ; (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, xiii) references to “dollars” and “$” means U.S. dollars; (xxiv) references to “pounds” and “£” means United Kingdom pounds sterling; (xv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the Company’s due diligence data site (or in any Contract“clean room” or as otherwise provided on an “outside counsel only” basis), instrument or, with respect to the Company, posted or statute shall be deemed made available to refer to such Contract, instrument the Company on Parent’s due diligence data site (or statutein any “clean room” or as otherwise provided on an “outside counsel only” basis), as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteapplicable, in each case, as at least one day prior to the date of such date). Whenever this Agreement; (B) provided via electronic mail or in person at least one day prior to the context may require, any pronouns used in date of this Agreement (including materials provided to outside counsel); or (C) publicly filed or furnished to the SEC or FCA prior to the date of this Agreement; (xvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; (xvii) “ordinary course of business” shall be understood to include any action reasonably taken or not taken in response to exigent circumstances (provided, that, with respect to such actions reasonably taken or not taken following the corresponding masculine, feminine or neuter forms. It is the intention of the parties thatdate hereof in reliance on this clause (xvii), to the extent possible, unless provisions are mutually exclusive permitted under Applicable Law and effect cannot be given to both or all such provisionspracticable under the circumstances, the representations, warranties, covenants Company and closing conditions Parent shall provide prior notice to and consult in good faith with each other prior to taking such action); and (xviii) the parties hereto have participated jointly in the negotiation and drafting of this Agreement will and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed to be cumulative as jointly drafted by the parties hereto and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Terminix Global Holdings Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicines Co /De)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and States, (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary , (iii) to “days” shall be calendar days unless otherwise indicated, and (iv) to “ordinary course of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time business” shall be deemed to be such date or time in followed by the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofwords “consistent with past practice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Actua Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such date, including,” respectively. No summary All references to currency herein shall be to, and all payments required hereunder shall be paid in, Canadian Dollars. All references to any time herein shall refer to Eastern Time in the United States. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Seller or Buyer, whether under any rule of construction or otherwise, as a result of the identity of the party or parties who drafted this Agreement or any Exhibitprovision hereof. Whenever this Agreement refers to a number of days, Annex, Schedule such number shall refer to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such datething extends, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date)phrase shall not mean simply “if”. Whenever All accounting terms used herein and not expressly defined herein shall have the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be meanings given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthem under GAAP.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Unique Fabricating, Inc.)

Other Definitional and Interpretative Provisions. The words “hereby,” “herewith,” “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents, captions, headings and captions contained the division of this Agreement into Articles, Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute shall be deemed to calendar days unless otherwise indicatedrefer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “from” any Contract are to that agreement or “through” contract as amended, modified or supplemented as of the date of this Agreement in accordance with the terms thereof (it being understood that with respect to any Contract listed on any schedules hereto, all such amendments, modifications or supplements must nevertheless be listed in the appropriate schedule). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary References to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.24 and Section ‎4.21) shall mean (i) in respect of Arena, any document that was made available for viewing by Simplify and its Representatives in the “The Arena Group” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to the date of this Agreement or publicly available in any Exhibit, Annex, Schedule or Arena SEC Document (including exhibits and other document delivered herewith prepared information incorporated by or on behalf of any party will affect reference therein) that was publicly available at least one Business Day prior to the meaning or interpretation date of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statutebut, in each case, as of such date). Whenever the context may require, excluding any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing forward looking disclosures set forth in any provision herein will (except “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent expressly statedthey are cautionary, predictive or forward-looking in nature) and (ii) in any way be deemed to limit the scope, applicability or effect case of any other provision hereofdocument of Simplify, any document that was made available for viewing by Arena and its Representatives in the “Bridge Media Networks, LLC” electronic data rooms hosted by DxxxXxxxx.xxx at least one Business Day prior to the date of this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Arena Group Holdings, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contractstatute as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated thereunder. All references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars unless a different currency is specifically stated. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. References to any such statuteother agreement include all exhibits, schedules, annexes, appendices and addenda attached thereto and any and all amendments or modifications thereto. All references to any time herein shall refer to Central Time. The Parties acknowledge that each Party and its attorney has reviewed and participated in each case, as the drafting of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention and that any rule of the parties that, construction to the extent possibleeffect that any ambiguities are to be resolved against the drafting Party, unless provisions are mutually exclusive and effect canor any similar rule operating against the drafter of an agreement, shall not be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except applicable to the extent expressly stated) in any way be deemed to limit the scope, applicability construction or effect interpretation of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Purchase Agreement (C H Robinson Worldwide Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” ”, “hereunder”, “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from, since or “through” through any date mean, unless otherwise specified, from and including, since and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contractstatute as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. References to any Contract shall be deemed to refer to such statuteContract as amended, in each caseamended and restated, as of such date)modified or supplemented from time to time. Whenever the context may requireAll references to currency herein shall be to, and all payments required hereunder shall be paid in, U.S. Dollars unless a different currency is specifically stated. All references to any pronouns time herein shall refer to Eastern Time. The language used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit be the scopelanguage chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, applicability such number shall refer to calendar days unless Business Days are specified. The phrase “to the extent” shall mean the degree to which a subject or effect other thing extends, and such phrase shall not mean simply “if”. The words “made available to Buyer” and words of similar import refer to documents (i) posted to the Dataroom at least twenty-four (24) hours prior to the date hereof or (ii) delivered in person or electronically to Buyer or its Representatives at least twenty-four (24) hours prior to the date hereof. Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any other provision hereofof this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms term used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including email or other electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute, rule or regulation shall be deemed to calendar days unless otherwise indicatedrefer to such statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to “from” any Contract are to that Contract as amended, modified or “through” supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assignees of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement References to one gender include all genders. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder shall be paid in United States currency in the manner and at the times set forth herein without discount, rebate, reduction or any Exhibitwithholding, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Scheduleand shall not be subject to offset. Any reference in this Agreement to “made available,” “provided to,” “delivered” or words of similar import means a document that was provided or made available before the date hereof, in any “data room” or time shall be deemed “virtual data room” to be such date or time which Buyer and its representatives had access in connection with the transactions contemplated by this Agreement and the Transaction Documents. The parties hereto have participated jointly in the City negotiation and drafting of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statuteand, in each casethe event that an ambiguity or question of intent or interpretation arises, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Capital Contribution and Partnership Interest and Stock Purchase Agreement (Landec Corp \Ca\)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, provided that any information disclosed in an Exhibit or Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement (except where such information is affirmatively required to be so disclosed). Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” any statute are to that statute, as amended from time to time, and to the currency of the United States rules and (ii) to “days” shall be to calendar days unless otherwise indicatedregulations promulgated thereunder. References to “from” any agreement or “through” contract (including terms that are defined in this Agreement) are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that, with respect to any agreement or contract listed on any Schedules annexed hereto, all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the successors and permitted assigns of that Person. References to the parties mean the parties to this Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. No summary of this Agreement References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or ScheduleApplicable Law. Any reference References in this Agreement to a date any United States legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or time shall any legal concept or thing shall, in respect of any jurisdiction other than that of the United States, be deemed to be such date or time include what most nearly approximates in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, jurisdiction to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofUnited States legal term.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NTL Inc)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words "hereof,” “", "hereby", "herein,” “hereto” " and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings Agreement; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References hereof; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Letter and the Parent Disclosure Letter, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Letter or Schedule the Parent Disclosure Letter but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any Agreement; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words "include,” “", "includes" or "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 those words or words of like import. Unless the context otherwise requiresimport; (viii) "writing", the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “"written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References form; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any contract listed on any Schedule, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate Schedule; (xi) references to any Person include the predecessors, successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to “references "from" or "through" any date mean, unless otherwise specified, "from and including including" or "through and including such dateincluding", respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented respectively; (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, xiii) references to (xA) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, "dollars" and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof."$"

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ocean Rig UDW Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singularspecified. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument the date set forth in the Preamble. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or statute, as amended, as of such dateother thing extends, and (y) such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is not exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any rules ambiguity or regulations promulgated under any such statutequestion of intent or interpretation arises, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as if drafted jointly by the corresponding masculineparties hereto, feminine and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect authorship of any other provision hereof.of the provisions of this Agreement. For purposes of this Agreement:

Appears in 1 contract

Samples: Stockholder Agreement (Om Group Inc)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary ; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of this Agreement similar import mean that the relevant documents, instruments or any Exhibitmaterials were (A) posted and made available to the other party on the Intralinks/Project Tree due diligence data site, Annexwith respect to the Company, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such ExhibitXxxxxxx Datasite/Project Xxxxxx due diligence data site, Annex or Schedule. Any reference in this Agreement with respect to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statuteParent, as amendedapplicable, as of maintained by such date, and (y) any rules or regulations promulgated under any such statuteparty in connection with the transactions contemplated hereby, in each case, as prior to the date hereof; (B) provided via electronic mail or in person prior to the date hereof (including materials provided to or reviewed by outside counsel); or (C) filed or furnished to the SEC prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of such date). Whenever this Agreement and, in the context may requireevent an ambiguity or question of intent or interpretation arises, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CVS HEALTH Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The preamble and recitals to this Agreement are incorporated into and made a part of this Agreement. The table of contents, and the article and section and other titles, headings and captions contained herein herein, are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules are to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be deemed construed to include have the plural, and any plural term same meaning as the singularword “shall”. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or thing extends, the terms and such shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not exclusivebe exclusive (i.e., “or” shall be deemed to mean “and/or”). “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Unless otherwise specified, references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References (i) to “$” and “dollars” any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof. References to any Person include the successors and permitted assigns of the United States and (ii) to “days” that Person. This Agreement shall be construed without regard to calendar days unless otherwise indicatedany presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. References to “fromordinary course” or “throughordinary course of businessrefers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, as well as reasonable actions or omissions taken or to be taken by the Company or any of its Subsidiaries in good faith from time to time in response to COVID-19 or COVID-19 Actions and the results thereof. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary The measure of a period of one (1) month or year for purposes of this Agreement will be the date of the following month or any Exhibityear corresponding to the starting date; and, Annexif no corresponding date exists, Schedule then the end date of such period being measured will be the next actual date of the following month or other document delivered herewith prepared by or on behalf year (for example, one (1) month following February 18 is March 18 and one month following March 31 is May 1). Except as otherwise specifically indicated, for purposes of any party will affect measuring the meaning or interpretation beginning and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or such ExhibitBusiness Day), Annex the time at which a thing, occurrence or Scheduleevent shall begin or end shall be deemed to occur in the time zone in which New York, New York is located. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Law. Any reference references in this Agreement to a date “dollars” or time “$” shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specifiedU.S. dollars. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or datesAs used herein, references to (x) any Contractinformation or documents being “made available by the Company” means that the information or documents referred to have been posted in the “virtual data room” established by the Company or its Representatives prior to 12:00 p.m., instrument or statute shall be deemed to refer to such ContractEastern Time, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever on the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CVS HEALTH Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. All references to any such statute, in each case, as of such date)time herein shall refer to U.S. Central Time. Whenever the context may require, any pronouns The language used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit be the scopelanguage chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, applicability such number shall refer to calendar days unless Business Days are specified. Unless otherwise provided for herein, when calculating the period of time before which, within which or effect 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 if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Reference herein to any document or other provision hereofinformation being “made available” or “provided” to Buyer shall mean that such document or information was included in the virtual data room of Seller hosted by Intralinks, or otherwise delivered to Buyer or its Representatives (including via email), prior to execution of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (TransUnion)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any ExhibitExhibit or schedules annexed to this Agreement, Annex including the Company Disclosure Schedule or Schedule the Parent Disclosure Schedule, but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires; (viii) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided, that with respect to any Contract listed on any schedule annexed to this Agreement, including the Company Disclosure Schedule or the Parent Disclosure Schedule, such references shall only include any such amendments, modifications or supplements that are made available to Parent or the Company, as applicable; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.;

Appears in 1 contract

Samples: Agreement and Plan of Merger

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Sections and Schedules are to Articles, Sections, Exhibits, Annexes Sections and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. 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,.whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall not be exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (ia) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” any statute, rule or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time regulation shall be deemed to be refer to such date statute, rule or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law regulation as amended from time to time amended, modified and to any rules or supplemented (regulations promulgated thereunder; provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contractstatute, instrument rule or statute regulation shall be deemed to refer to such Contract, instrument or statute, as amendedrule or regulation, as amended (and, in the case of such datestatutes, and (y) any rules or and regulations promulgated under any such statutestatutes), in each case, as of such date). Whenever , (b) to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context may requireotherwise requires, (c) from or through any pronouns date mean, unless otherwise specified, from and including or through and including, respectively, (d) to the “date hereof” means the date of this Agreement and (e) to a “party” or the “parties” mean the parties to this Agreement unless otherwise specified or the context otherwise requires. As used in this Agreement Agreement, the term “affiliates” shall include have the corresponding masculine, feminine or neuter forms. It is the intention meaning set forth in Rule 12b‑2 of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions Exchange Act. The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement 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 to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to against the extent expressly stated) in any way be deemed to limit the scope, applicability party drafting such agreement or effect of any other provision hereofdocument.

Appears in 1 contract

Samples: Voting Agreement (Central European Media Enterprises LTD)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contractstatute as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under any such statutethereunder. All references to currency herein shall be to, in each caseand all payments required hereunder shall be paid in, as of such date)U.S. Dollars unless a different currency is specifically stated. Whenever the context may requireThe term “or” has, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisionsexcept where otherwise indicated, the representationsinclusive meaning represented by the phrase “and/or”. Unless otherwise specified, warrantiesall references to any time herein shall refer to Eastern Time. For the avoidance of doubt, covenants and closing conditions the term “made available” shall mean, with respect to any information, documentation or other materials, that such information, documentation or other materials were contained in this Agreement will be construed the Data Room or delivered (by mail, email, overnight or other courier, physically or other similar mean) to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability Buyer or effect of any other provision hereofits Representatives.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smith a O Corp)

Other Definitional and Interpretative Provisions. The following rules of interpretation will apply to this Agreement: (a) the words “hereof,” ”, “hereby”, “herein,” “hereto” and “hereunderunder this Agreement” and words of like import used in this Agreement shall will refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings Agreement; (b) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall will be ignored in the construction or interpretation hereof. References of this Agreement; (c) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (d) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (e) any capitalized terms term used in any Exhibit, Annex or Schedule the Company Disclosure Letter but not otherwise defined therein shall will have the meaning as defined set forth in this Agreement. Any Agreement; (f) any singular term in this Agreement shall will be deemed to include the plural, and any plural term the singular. Whenever , and references to any gender will include all genders; (g) 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,” ”, whether or not they are in fact followed by those words or words of like import. Unless the context otherwise requiresimport; (h) “writing”, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References form; (i) references to “$” any Law will be deemed to refer to such Law as amended from time to time and “dollars” to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms of this Agreement and such Contract; provided that with respect to any Contract listed on the United States Company Disclosure Letter, all such amendments, modifications or supplements (other than such amendments, modifications or supplements that are immaterial) must also be listed in the Company Disclosure Letter; (k) references to any Person include the predecessors, successors and permitted assigns of that Person; (iil) to “days” shall be to calendar days unless otherwise indicated. References to references “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including such dateincluding”, respectively. No summary respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were posted and made available (and not removed) on the due diligence data site maintained by the Company in connection with the Transactions, in each case, prior to the date of this Agreement or any Exhibit, Annex, Schedule (the “Data Room”); (o) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other document delivered herewith prepared by or on behalf of any party theory extends and such phrase will affect not mean “if”; (p) the meaning or interpretation term “Parent” will be deemed to include the entity surviving the merger, if any, between Sharecare, Inc., a Delaware corporation and Falcon; and (q) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or such Exhibitquestion of intent or interpretation arises, Annex or Schedule. Any reference in this Agreement to a date will be construed as jointly drafted by the Parties and no presumption or time shall be deemed to be such date burden of proof will arise favoring or time in disfavoring any Party by virtue of the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes authorship of any representations provision of this Agreement. If the business combination transaction between Parent and warranties contained in Falcon has closed and Parent has an obligation to issue shares of Parent Common Stock under this Agreement that are made as of a specific date or datesAgreement, then references to (x) any Contract, instrument or statute shall Parent Common Stock will be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention common stock of the parties that, to surviving entity in the extent possible, unless provisions are mutually exclusive business combination transaction between Parent and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofFalcon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Sections and Schedules schedules are to Articles, Sections, Exhibits, Annexes Sections and Schedules schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singularspecified. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument the date set forth in the Preamble. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or statute, as amended, as of such dateother thing extends, and (y) such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is not exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any rules ambiguity or regulations promulgated under any such statutequestion of intent or interpretation arises, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as if drafted jointly by the corresponding masculineparties hereto, feminine and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties thatauthorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and warranties and related disclosures under this Agreement, to the extent possible, unless provisions are mutually exclusive Parent and effect canMerger Sub will not be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect have knowledge of any other provision state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alleghany Corp /De)

Other Definitional and Interpretative Provisions. The words “hereby,” “herewith,” “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents, captions, headings and captions contained the division of this Agreement into Articles, Sections and other subdivisions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute shall be deemed to calendar days unless otherwise indicatedrefer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “from” any Contract are to that agreement or “through” contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof (it being understood that with respect to any Contract listed on any schedules hereto, all such amendments, modifications or supplements must nevertheless be listed in the appropriate schedule). References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary References to “law,” “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. The sign “$” and the term “dollars” means the lawful currency of the United States of America. The phrase “made available,” “delivered” or words of similar import used in this Agreement (other than Section ‎3.27 and Section ‎4.24) shall mean (i) in respect of Aspen, any document that was made available for viewing by Exxxxxx and its Representatives in the “Project Alias” electronic data rooms hosted by Intralinks at least one day prior to the date of this Agreement or publicly available in any Exhibit, Annex, Schedule or Aspen SEC Document (including exhibits and other document delivered herewith prepared information incorporated by or on behalf of any party will affect reference therein) that was publicly available at least one Business Day prior to the meaning or interpretation date of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statutebut, in each case, as of such date). Whenever the context may require, excluding any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing forward looking disclosures set forth in any provision herein will (except “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent expressly statedthey are predictive or forward-looking in nature) and (ii) in any way be deemed to limit the scope, applicability or effect case of any document of Exxxxxx, any document that was made available for viewing by Aspen and its Representatives in the “Project Alias – Echo Data Room” electronic data rooms hosted by DealRoom at least one day prior to the date of this Agreement or publicly available in any Exxxxxx SEC Document (including exhibits and other provision hereofinformation incorporated by reference therein) that was publicly available at least one Business Day prior to the date of this Agreement (but, in each case, excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature).

Appears in 1 contract

Samples: Stockholders Agreement (Emerson Electric Co)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. All references to any such statute, in each case, as of such date)time herein shall refer to Eastern U.S. Time unless otherwise specified herein. Whenever the context may require, any pronouns The language used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit be the scopelanguage jointly chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, applicability such number shall refer to calendar days unless Business Days are specified. The words “to the extent” mean the degree to which a subject or effect of any other provision hereofthing extends, and such phrase shall not mean simply “if”. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Appears in 1 contract

Samples: Securities and Asset Purchase Agreement (Modine Manufacturing Co)

Other Definitional and Interpretative Provisions. The following rules of interpretation shall apply to this Agreement: (i) the words “hereof,” “hereinhereby,” “heretoherein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings ; (ii) the table of contents and captions contained herein in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References ; (iii) references to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits are to Articles, Sections, Exhibits, Annexes Sections and Schedules Exhibits of this Agreement unless otherwise specified specified; (iv) all Exhibits and references schedules annexed to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto this Agreement or referred to herein in this Agreement, including the Company Disclosure Schedule and the Parent Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any in this Agreement; (v) any capitalized terms term used in any Exhibit, Annex the Company Disclosure Schedule or the Parent Disclosure Schedule but not otherwise defined therein shall have the meaning as defined set forth in this Agreement. Any ; (vi) any singular term in this Agreement shall be deemed to include the plural, and any plural term shall be deemed to include the singular. Whenever , and references to any gender shall include all genders; (vii) whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms ; (viii) neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writingwriting,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including by electronic media) in a visible form. References ; (iix) references to “$” any Applicable Law shall be deemed to refer to such Applicable Law as amended or supplemented from time to time and “dollars” to any rules, regulations and interpretations promulgated thereunder; (x) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the currency terms hereof and thereof; provided that with respect to any Contract listed on any schedule hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule; (xi) references to any Person include the successors and permitted assigns of the United States and that Person; (iixii) to “days” shall be to calendar days unless otherwise indicated. References references to “from” or “through” any date mean, unless otherwise specified, from and including including” or through and including including,” respectively; (xiii) references to “dollars” and “$” means U.S. dollars; (xiv) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) posted and made available prior to the date hereof by the Company on the Xxxxxxx Data Site / Eagle 20 due diligence data site maintained by the Company, (B) provided via electronic mail or in person prior to the date hereof, or (C) filed with or furnished to the SEC and publicly available on the SEC’s XXXXX reporting system prior to the date hereof; (xv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such date, respectively. No summary phrase shall not mean “if”; and (xvi) the parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf question of any party will affect the meaning intent or interpretation of this Agreement or such Exhibitarises, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as jointly drafted by the corresponding masculine, feminine parties hereto and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in authorship of any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Trade Financial Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. 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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Holdings Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules are to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be deemed construed to include have the plural, and any plural term same meaning as the singularword “shall”. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or thing extends, the terms and such shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not be exclusive. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to June 10, 2011. The phrase “the transactions contemplated by this Agreement” or “the transactions contemplated hereby” shall not include the Restructuring. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) Unless otherwise specified, references to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute shall be deemed to calendar days unless otherwise indicatedrefer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “from” any agreement or “through” contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that any agreement or contract listed on any schedules hereto must indicate whether such agreement or contract has been amended, modified or supplemented. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement References to “law”, “laws” or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date particular statute or time law shall be deemed also to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of include any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofApplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gerber Scientific Inc)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singularspecified. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument the date set forth in the Preamble. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or statute, as amended, as of such dateother thing extends, and (y) such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is not exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any rules ambiguity or regulations promulgated under any such statutequestion of intent or interpretation arises, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as if drafted jointly by the corresponding masculineparties hereto, feminine and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties thatauthorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and warranties and related disclosures under this Agrement, to the extent possible, unless provisions are mutually exclusive Parent and effect canMerger Sub will not be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect have knowledge of any other provision state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Precision Castparts Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified specified, and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or or, if more specific, subsection. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The term “or” is not exclusive. References (ia) to “$” and “dollars” are to the currency of the United States and States, (iib) to “days” shall be to calendar days unless otherwise indicated. References to “from” from or “through” through any date shall mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary , (c) to “days” shall be calendar days unless otherwise indicated and (d) to any Contract, Applicable Law or Permit is a reference to it as amended, modified and supplemented as of this Agreement the applicable time that such Contract, Applicable Law or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference Permit is referenced in this Agreement to a date or time shall be deemed to be such date or time (and, in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as case of a specific date or datesApplicable Law, references to (xi) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, successor provision and (yii) any the rules or and regulations promulgated under any such statutethereunder, in each case, case as of the time that such date). Whenever the context may require, any pronouns used Applicable Law is referenced in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofAgreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monster Worldwide, Inc.)

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Exhibits and Schedules are to Articles, Sections, Exhibits, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All Exhibits, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral gender and vice versa. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and The word “or” are shall be disjunctive but not exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” any Person include the successors and “dollars” are to the currency permitted assigns of the United States and (ii) to “days” shall be to calendar days unless otherwise indicatedthat Person. References to “from” from or “through” through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement or References to any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute Law shall be deemed to refer to such ContractLaw as amended from time to time, instrument or statute, except as amended, as of such dateotherwise specified herein, and (y) to any rules or regulations promulgated under thereunder. All references to any such statute, in each case, as of such date)time herein shall refer to Eastern Time. Whenever the context may require, any pronouns The language used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit be the scopelanguage chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party. Whenever this Agreement refers to a number of days, applicability such number shall refer to calendar days unless Business Days are specified. The words “to the extent” mean the degree to which a subject or effect of any other provision hereofthing extends, and such phrase shall not mean simply “if”.

Appears in 1 contract

Samples: Securities Purchase Agreement (Actuant Corp)

Other Definitional and Interpretative Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes Sections and Schedules schedules are to Articles, Sections, Exhibits, Annexes Sections and Schedules schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsection. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singularspecified. Whenever the words “include,” “includes” or “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 those words or words of like import. Unless The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) to “$” and “dollars” are to the currency of the United States and (ii) to “days” shall be to calendar days unless otherwise indicated. References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively. No summary of this Agreement or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument the date set forth in the Preamble. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or statute, as amended, as of such dateother thing extends, and (y) such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The term “or” is not exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any rules ambiguity or regulations promulgated under any such statutequestion of intent or interpretation arises, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include be construed as if drafted jointly by the corresponding masculineparties hereto, feminine and no presumption or neuter forms. It is the intention burden of proof shall arise favoring or disfavoring any party by virtue of the parties thatauthorship of any of the provisions of this Agreement. For purposes of analyzing the Company’s representations and warranties and related disclosures under this Agreement, to the extent possible, unless provisions are mutually exclusive Parent and effect canMerger Sub will not be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect have knowledge of any other provision state of facts, change, development, effect, occurrence or condition relating to the Company or its Subsidiaries unless it is disclosed in the Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of the date hereof.. [Signatures on Following Page]

Appears in 1 contract

Samples: Agreement and Plan of Merger

Other Definitional and Interpretative Provisions. The words “hereof,” ”, “herein,” “hereto” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions contained herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules are to Articles, Sections, ExhibitsAnnexes, Annexes Exhibits and Schedules of this Agreement unless otherwise specified and references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or subsectionspecified. All ExhibitsAnnexes, Annexes Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any ExhibitAnnex, Annex Exhibit or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. Any The definition of terms herein shall apply equally to the singular term in this Agreement and the plural. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be deemed construed to include have the plural, and any plural term same meaning as the singularword “shall”. Whenever the words “include,” ”, “includes” or “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 those words or words of like import. Unless The word “extent” in the context otherwise requiresphrase “to the extent” shall mean the degree to which a subject or thing extends, the terms and such shall not mean simply neither,” “nor,” “any,” “either” and if”. The word “or” are shall not be exclusive. “Writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References (i) Unless otherwise specified, references to “$” and “dollars” are to the currency of the United States and (ii) to “days” any statute shall be deemed to calendar days unless otherwise indicatedrefer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “from” any agreement or “through” contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that any agreement or contract listed on any schedules hereto must indicate whether such agreement or contract has been amended, modified or supplemented. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including such dateincluding, respectively. No summary of this Agreement References to “law”, “laws” or any Exhibit, Annex, Schedule or other document delivered herewith prepared by or on behalf of any party will affect the meaning or interpretation of this Agreement or such Exhibit, Annex or Schedule. Any reference in this Agreement to a date particular statute or time law shall be deemed also to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified. Any Contract, instrument or law defined or referred to herein means such Contract, instrument or law as from time to time amended, modified or supplemented (provided that for purposes of include any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any Contract, instrument or statute shall be deemed to refer to such Contract, instrument or statute, as amended, as of such date, and (y) any rules or regulations promulgated under any such statute, in each case, as of such date). Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms. It is the intention of the parties that, to the extent possible, unless provisions are mutually exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions in this Agreement will be construed to be cumulative and that each representation, warranty, covenant and closing condition in this Agreement will be given full, separate and independent effect, and nothing set forth in any provision herein will (except to the extent expressly stated) in any way be deemed to limit the scope, applicability or effect of any other provision hereofApplicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Coat Systems Inc)

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