New York Uses in Interpretation Clause

Interpretation from Agreement and Plan of Reorganization

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement), dated as of January 7, 2017, is by and among Surgical Care Affiliates, Inc., a Delaware corporation (the Company), UnitedHealth Group Incorporated, a Delaware corporation (Parent), Spartan Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent and direct wholly owned subsidiary of Merger Sub 2 (Purchaser), and Spartan Merger Sub 2, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (Merger Sub 2, and, together with Purchaser, the Merger Subs). Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Interpretation. When a reference is made in this Agreement to an Article, Section or Annex, such reference shall be to an Article, Section or Annex of this Agreement unless otherwise indicated. 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, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The word since when used in this Agreement in reference to a date shall be deemed to be inclusive of such date. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 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 term. References in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Each of the Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. Any agreement or instrument 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 or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein. References to dollars or $ shall mean United States dollars. Any reference to days means calendar days unless Business Days are expressly specified. References to written or in writing include in electronic form. When used in Article IV or Section 6.1 in relation to the Company or its Subsidiaries, the word material shall be deemed to mean material to the Company and its Subsidiaries taken as a whole and when used in Article V in relation to Parent or its Subsidiaries, shall be deemed to mean material to Parent and its Subsidiaries taken as a whole.

Interpretation from Registration Rights Agreement

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of October 31, 2016 (this Agreement), is by and between Alcoa Inc., a Pennsylvania corporation (Parent), and Alcoa Upstream Corporation, a Delaware corporation (UpstreamCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms hereof, herein, and herewith and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement, the Separation and Distribution Agreement and each other Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word including and words of similar import when used in this Agreement shall mean including, without limitation, unless otherwise specified; (f) the word or shall not be exclusive; (g) unless otherwise specified in a particular case, the word days refers to calendar days; (h) references to business day shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in Pittsburgh, Pennsylvania or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; the word extent in the phrase to the extent shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply if; and (k) unless expressly stated to the contrary in this Agreement, all references to the date hereof, the date of this Agreement, hereby and hereupon and words of similar import shall all be references to October 31, 2016.

Interpretation from Registration Rights Agreement

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of October 31, 2016 (this Agreement), is by and between Alcoa Inc., a Pennsylvania corporation (Parent), and Alcoa Upstream Corporation, a Delaware corporation (UpstreamCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms hereof, herein, and herewith and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement, the Separation and Distribution Agreement and each other Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word including and words of similar import when used in this Agreement shall mean including, without limitation, unless otherwise specified; (f) the word or shall not be exclusive; (g) unless otherwise specified in a particular case, the word days refers to calendar days; (h) references to business day shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in Pittsburgh, Pennsylvania or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; the word extent in the phrase to the extent shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply if; and (k) unless expressly stated to the contrary in this Agreement, all references to the date hereof, the date of this Agreement, hereby and hereupon and words of similar import shall all be references to October 31, 2016.

Interpretation from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of September 1, 2016 (the "Agreement Date"), by and among Amcor Rigid Plastics USA, LLC, a Delaware limited liability company ("US Buyer"), Amcor Packaging Canada, Inc., a Canadian corporation ("Canadian Buyer" and together with US Buyer, the "Buyer"), Sonoco Plastics, Inc., a Delaware corporation ("Sonoco US"), Sonoco Plastics Canada, ULC, an Alberta, Canada unlimited liability corporation ("Sonoco Canada"), Sonoco Development, Inc., a South Carolina corporation ("SDI") and Sonoco Products Company, a South Carolina corporation ("Parent" and together with Sonoco US, Sonoco Canada and SDI, each individually a "Seller" and jointly, the "Sellers", and together with the Buyer, each individually a "Party" and jointly, the "Parties").

Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) with respect to the determination of any period of time, "from" means "from and including" and "to" means" to but excluding"; (e) references to "written" or "in writing" include electronic transmissions delivered via electronic mail; (f) any reference to "days" shall mean calendar days unless Business Days are specified; (g) the meaning assigned to each defined term defined shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders; (h) where a word or phrase is defined in this Agreement, each of its other grammatical forms shall have a corresponding meaning; (i) a reference to any Party or to any party to any Contract or document shall include such Person's successors and permitted assigns; and (j) whenever the phrase "made available" is used in this Agreement in reference to a document, such document shall be deemed to have been "made available" for purposes of this Agreement if such document was made available for viewing in the Data Room at least three (3) Business Days prior to the date hereof. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document includes all exhibits and schedules thereto and means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes 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 Disclosure 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.

Interpretation from Registration Rights Agreement

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2016 (this Agreement), is by and between Alcoa Inc., a Pennsylvania corporation (Parent), and Alcoa Upstream Corporation, a Delaware corporation (UpstreamCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms hereof, herein, and herewith and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement, the Separation and Distribution Agreement and each other Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word including and words of similar import when used in this Agreement shall mean including, without limitation, unless otherwise specified; (f) the word or shall not be exclusive; (g) unless otherwise specified in a particular case, the word days refers to calendar days; (h) references to business day shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in Pittsburgh, Pennsylvania or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; the word extent in the phrase to the extent shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply if; and (k) unless expressly stated to the contrary in this Agreement, all references to the date hereof, the date of this Agreement, hereby and hereupon and words of similar import shall all be references to [ ], 2016.

Interpretation from Marketing Agent Agreement

This MASTER MARKETING AGENT AGREEMENT (this Agreement) is made as of July 17, 2015, by and between World Gold Trust Services, LLC, a Delaware limited liability company, as sponsor of one or more gold related exchange traded funds (the Sponsor) and State Street Global Markets, LLC, a Delaware limited liability company (the Marketing Agent), and incorporates each Product Annex that is executed pursuant to this Agreement.

Interpretation. The Article and Article headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

Interpretation from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2016 (this Agreement), by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company (Parent), TCT Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Owner and, together with Parent, the Parent Entities and, each, a Parent Entity), Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of Owner (Merger Sub), and EverBank Financial Corp, a Delaware corporation (the Company).

Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words include, includes or including are used in this Agreement, they shall be deemed to be followed by the words without limitation. References to the date hereof shall mean the date of this Agreement. As used in this Agreement, the knowledge of the Company means the knowledge of any of the officers of the Company listed in Section 9.6 of the Company Disclosure Schedule after due inquiry, and the knowledge of any Parent Entity means the knowledge of any of the officers of the Parent Entities listed in Section 9.6 of the Parent Disclosure Schedule after due inquiry. As used herein, (i) business day means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized by law or executive order to be closed, (ii) person means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature, (iii) an affiliate of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person, (iv) made available (and similar expressions) means any document or other information that was (A) delivered by one party or its representatives to the other party or its representatives prior to the date hereof, (B) included in the virtual data room of a party at least two (2) business days prior to the date hereof or (C) in the case of the Company only, filed by the Company with the SEC and publicly available on EDGAR prior to the date hereof, (v) the transactions contemplated hereby and transactions contemplated by this Agreement shall include the Merger, the Bank Merger and the Holdco Merger and (vi) ordinary course of business means ordinary course of business consistent with past practice, whether or not the words consistent with past practice appear therein. The Company Disclosure Schedule and the Parent Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. All references to dollars or $ in this Agreement are to United States dollars. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law. References to any statute or regulation refer to such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and references to any section of any statute or regulation include any successor to such section.

Interpretation from Investment Agreement

This INVESTMENT AGREEMENT, dated as of May 4, 2016 (this Agreement), is by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the Company), and Amazon.com, Inc., a Delaware corporation (Amazon).

Interpretation. When a reference is made in this Agreement to Recitals, Articles, Sections, Annexes, Schedules or Exhibits, such reference shall be to a Recital, Article or Section of, or Annex, Schedule or Exhibit to, this Agreement unless otherwise indicated. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to herein, hereof, hereunder and the like refer to this Agreement as a whole and not to any particular section or provision, unless the context requires otherwise. References to parties refer to the parties to this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words include, includes or including are used in this Agreement, they shall be deemed followed by the words without limitation. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. Any reference to a wholly owned subsidiary of a person shall mean such subsidiary is directly or indirectly wholly owned by such person. All references to $ or dollars mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section. The term Business Day means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

Interpretation from Purchase Agreement

PURCHASE AGREEMENT, dated as of July 18, 2016 (this Agreement), regarding the share capital of SWIMS AS, a Norwegian private limited company (aksjeselskap) registered with the Norwegian Register of Business Enterprises under registration number 988 225 266 and with registered address at Holtegata 26, 0355 Oslo, Norway (the Company), entered into among Differential Brands Group Inc., a Delaware corporation (Parent), DFBG Swims LLC, a Delaware limited liability company (the Buyer), each shareholder of the Company signatory hereto and set forth in Exhibit A to this Agreement (the Sellers), Oystein Alexander Eskeland and Atle Sovik, acting jointly as the representatives of the Sellers (the Sellers Representative) and, solely for purposes of Section 5.6, the TCP Parties (as defined herein).

Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word including and words of similar import when used in this Agreement will mean including, without limitation, unless otherwise specified. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term or is not exclusive. The word will shall be construed to have the same meaning and effect as the word shall. References to days mean calendar days unless otherwise specified.

Interpretation from Third Amended and Restated Credit Agreement

This Third Amended and Restated Credit Agreement, dated as of July 7, 2016 (this "Agreement"), is entered into among Rush Truck Centers of Alabama, Inc., Rush Truck Centers of Arizona, Inc., Rush Truck Centers of California, Inc., Rush Medium Duty Truck Centers of Colorado, Inc., Rush Truck Centers of Colorado, Inc., Rush Truck Centers of Florida, Inc., Rush Truck Centers of Georgia, Inc., Rush Truck Centers of New Mexico, Inc., Rush Truck Centers of Oklahoma, Inc., Rush Truck Centers of Tennessee, Inc., Rush Truck Centers of North Carolina, Inc., Rush Truck Centers of Idaho, Inc., Rush Truck Centers of Utah, Inc., Rush Truck Centers of Ohio, Inc., Rush Truck Centers of Kansas, Inc., Rush Truck Centers of Missouri, Inc., Rush Truck Centers of Virginia Inc., Rush Truck Centers of Indiana Inc., Rush Truck Centers of Illinois Inc., Rush Truck Centers of Nevada, Inc. and Rush Truck Centers of Kentucky, Inc., each a Delaware corporation and Rush Truck Centers of Texas, L.P., a Texas limited

Interpretation. (a) Certain Terms. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term "property", which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms "herein", "hereof" and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms "from" means "from and including" and the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including." In any other case, the term "including" when used in any Loan Document means "including without limitation." The term "documents" means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term "incur" means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms "incurrence" and "incurred" and similar derivatives shall have correlative meanings. (b) Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, any modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.