Recitals; Interpretation. The recitals to this Agreement are an integral part of this Agreement and are hereby incorporated herein with full effect. For purposes of this Agreement, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document; and (z) to a statute means such statute any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references to “$” or “dollars” mean the lawful currency of the United States of America. Whenever the masculine is used in this Agreement, the same shall include the feminine and whenever the feminine is used herein, the same shall include the masculine, where appropriate. Whenever the singular is used in this Agreement, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. [SIGNATURE PAGE FOLLOWS]
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Tecogen Inc.)
Recitals; Interpretation. The recitals to this Agreement Recitals set forth above are herein incorporated into and made an integral part of this Agreement. The headings and captions in this Agreement are inserted solely for purposes of convenience and are hereby incorporated not a part of and will not control or affect the meaning of this Agreement. Unless stated to the contrary, all references to Articles, Sections, paragraphs or clauses herein with full effect. For purposes shall be to the specified Articles, Sections, paragraphs or clauses of this Agreement, (a) and all references to Exhibits and Schedules shall be to the words specified Exhibits and Schedules attached hereto. All terms defined herein shall have the same meanings in the Exhibits and Schedules, except as otherwise provided therein. All references in this Agreement to “include,this Agreement” “includes” and “including” are shall be deemed to be followed by include the words Exhibits and Schedules hereto. Unless otherwise expressly limited therein, the terms “without limitationhereby”; (b) the word “or” is not exclusive; and (c) the words “herein,” , “hereof,” “hereby,” ”, “hereto” and ”, “hereunder” and any similar terms as used in this Agreement refer to this Agreement as a whole. Unless in its entirety and not only to the context otherwise requires, references herein: (x) to sections, schedules and exhibits mean particular portion of this Agreement where the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document; and (z) to a statute means such statute any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be draftedterm is used. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references to term “$including” or “dollars” mean the lawful currency of the United States of America. Whenever the masculine is when used in this AgreementAgreement shall mean “including, the same shall include the feminine and whenever the feminine is used herein, the same shall include the masculine, where appropriatewithout limitation”. Whenever in this Agreement the singular tense is used in this Agreementused, the same shall include the plural, and whenever the plural is used herein, the same masculine gender shall include the singularfeminine and neuter genders, where appropriateand vice versa, as the context shall require. [SIGNATURE PAGE FOLLOWS]The parties hereto acknowledge and agree that this Agreement and its provisions are the result of arms’ length negotiations between Seller and Purchaser, both parties have participated in the drafting of this Agreement, and the principal that any ambiguity shall be more narrowly construed against the drafter shall not apply. This Agreement shall not be construed more or less favorably with respect to either party as a consequence of the Agreement or various provisions hereof having been drafted by one of the parties hereto.
Appears in 1 contract