Construction from Reorganization Agreement
THIS REORGANIZATION AGREEMENT, dated as of July 23, 2016 (this Agreement), is entered into by and between Yahoo Holdings, Inc., a Delaware corporation (the Company), and Yahoo! Inc., a Delaware corporation (Seller). The Company and Seller are sometimes referred to herein individually as a Party, and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A to this Agreement.
Construction. The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The Parties hereto acknowledge that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction Table of Contents to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. 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 gender as the context requires. 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 and Exhibits hereto) and not to any particular provision of this Agreement. Article, Section and Schedule references are to the Articles, Sections, and Schedules to this Agreement unless otherwise specified. Unless otherwise stated, all references to any Contract shall be deemed to include the schedules to such Contract. The word including and words of similar import when used in this Agreement mean including, without limitation, unless the context otherwise requires or unless otherwise specified. The word or shall not be exclusive. Unless otherwise specified in a particular case, the word days refers to calendar days. References herein to any Law shall be deemed to refer to such Law as it may be amended, modified or supplemented from time to time, unless otherwise specified. All references to dollars or $ shall be deemed references to the lawful money of the United States of America.
Construction from Securities Purchase Agreement
This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 1, 2016, by and among Sardar Biglari (Mr. Biglari), Biglari Capital Corp., a Texas corporation (BCC), The Lion Fund II, L.P., a Delaware limited partnership (the Seller), and Air T, Inc., a Delaware corporation (the Purchaser) (each of Mr. Biglari, BCC, the Seller and the Purchaser, a Party to this Agreement, and collectively, the Parties).
Construction. The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any term shall include the corresponding masculine, feminine and neuter forms. The word including shall be deemed to be followed by the phrase without limitation. All references to $ are to the lawful currency of the United States of America. The words this Agreement, hereof, hereunder, herein, hereby or words of similar import shall refer to this Agreement as a whole and not to a particular section, subsection, clause or other subdivision of this Agreement, unless the context otherwise requires.
Construction from Amendment to Loan and Security Agreement
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") is entered into as of October 25, 2013 (the "Effective Date"), among ORIX CAPITAL MARKETS, LLC, a Delaware limited liability company, in its capacity as agent for Lenders ("Agent") on behalf of Lenders (as hereinafter defined), CALIFORNIA PROTON TREATMENT CENTER, LLC, a Delaware limited liability company ("Borrower") and JEFFREY L. BORDOK and JAMES THOMSON (collectively, "Guarantors").
Construction. This Amendment and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with and governed by, the laws of the State of New York and any applicable laws of the United States of America.
Construction from Stock Purchase Agreement by and Among
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of September 17, 2015, by and among ASC Signal Holdings Corporation, a Delaware corporation (the "Company"), The Resilience Fund II, L.P., a Delaware limited partnership ("Resilience"), on behalf of itself in its capacity as a stockholder of the Company and as the Seller Representative, the other stockholders of the Company listed on Exhibit A attached hereto (collectively with Resilience, the "Stockholders"), the holders of the Options listed on Exhibit B attached hereto (collectively, the "Optionholders"), the holder of the Warrant listed on Exhibit C attached hereto (the "Warrantholder" and, collectively with the Stockholders and Optionholders, the "Sellers"), and Communications & Power Industries LLC, a Delaware limited liability company ("Buyer" and together with the Company, the Seller Representative and the Sellers, the "Parties"). Unless the context otherwise requires, terms used in this Agreement that are capitalize
Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, then this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) any reference to any federal, state, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder; (b) all references to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Letters are to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Letters of or to this Agreement; (c) the words "herein," "hereto," "hereof" and words of similar import refer to this Agreement as a whole and not to any particular section or paragraph hereof; (d) masculine gender shall also include the feminine and neutral genders and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words "include," "including" and "or" shall mean without limitation by reason of enumeration; (g) all references to "$" or dollar amounts are to lawful currency of the United States of America, unless otherwise provided; (h) any document or item will be deemed "provided" or "made available" within the meaning of this Agreement if such document or item, prior to 12:00 p.m. Central Time on the day immediately prior to the date of this Agreement, is included in the electronic data room operated by PB&W under the title "Project Aztec" and made available to Buyer and its representatives and continues to be so available through the Closing Date; (i) the term "ordinary course of business" when used in reference to Buyer, the Sellers, the Company and any Subsidiary shall mean the ordinary course of business of such Person consistent with past practice; and (j) with respect to the determination of any period of time, unless otherwise set forth herein, "from" means "from and including" and "to" means "to but excluding," and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.
Construction from Sale and Contribution Agreement
THIS ROYALTIES SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of May 18, 2015 and is entered into by and between ISRAMCO, INC., a Delaware corporation (the "Seller"), TAMAR ROYALTIES LLC, a Delaware limited liability company (the "Borrower") and DEUTSCHE BANK TRUST COMPANY AMERICAS, with respect to Sections 8.07, 8.13 and 8.14 hereof , in its capacity as Collateral Agent (the "Collateral Agent"), and with respect to Section 6.01 and Section 8.07 hereof, in its capacity as Facility Agent (the "Facility Agent").
Construction from Purchase Agreement
This CONTRIBUTION AND PURCHASE AGREEMENT is dated as of December 18, 2014 (this Agreement) and is between Summit Materials, Inc., a Delaware corporation (IPO Corp), Summit Materials Holdings L.P., a Delaware limited partnership (Summit LP), Summit Materials Holdings GP, Ltd, a Delaware limited partnership and the general partner of Summit LP (Summit GP), Summit Owner Holdco LLC, a newly formed Delaware limited liability company (Summit Holdings), Missouri Materials Company, L.L.C., J & J Midwest Group, L.L.C., R. Michael Johnson Family Limited Liability Company, Thomas A. Beck Family, LLC (each, a Minority Holder and, together, the Minority Holders) and Continental Cement Company, L.L.C., a Delaware limited liability company (the Company). Capitalized terms used in this Agreement that are not otherwise defined herein will have the meanings given to them in the LLC Agreement referred to below.
Construction. When a reference is made in this Agreement to Recitals, Articles, Sections, or Exhibits, such reference shall be to a Recital, Article or Section of, 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. The 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. 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. All calculations of shares or units shall be rounded to the nearest whole number.
Construction from Purchase Agreement
This IDR PURCHASE AGREEMENT (this "Agreement"), dated as of August 6, 2014 (the "Execution Date"), is entered into by and among the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the "Topper Trust"), the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. (the "Reilly Trust" and together with the Topper Trust, the "IDR Sellers"), CST Brands Holdings, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of CST ("IDR Buyer"), and CST Brands, Inc., a Delaware corporation ("CST"). The IDR Sellers, IDR Buyer and CST are referred to collectively in this Agreement as the "Parties" and each individually as a "Party." Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article IX or elsewhere in this Agreement.
Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs, including any defined terms in this Agreement, shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Schedules and Exhibits refer to the Schedules and Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; (d) the terms "include", "includes", "including" and words of like import shall be deemed to be followed by the words "without limitation"; (e) the terms "hereof," "herein" and "hereunder" refer to this Agreement as a whole and not to any particular provision of this Agreement; and (f) references to money refer to legal currency of the United States of America.
Construction from Membership Interest Purchase Agreement
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of August 8, 2014, is made and entered into by and between Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company ("Buyer"), and Landon A. Jordan ("Seller").
Construction. The words "hereby," "hereof," "herein" 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 words "party" or "parties" shall refer to parties to this Agreement. The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Section, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits, Schedules and the Seller Disclosure Letter 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 term used in any Exhibit or Schedule or in the Seller Disclosure Letter but not otherwise defined therein shall have the meaning given to such term 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. "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word "or" when used in this Agreement is 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". References to any agreement, Contract, instrument, statute, rule or regulation are to that agreement, Contract, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, includes rules and regulations promulgated under said statutes). References to any Person include the successors and permitted assigns of that Person. References to "dollars" or "$" means lawful money of the United States of America. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any reference to "days" means calendar days unless Business Days are expressly specified. All time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day. The Transaction Agreements are to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
This Plan is designed to enhance the earnings and growth of each Participating Company and to be a tool for long term retention. The Plan is designed to attract and retain key officers, to provide deferred compensation and promote a long term perspective by key officers.
Construction. Unless otherwise indicated, all references to articles, sections and subsections shall be to the Plan as set forth in this document. The titles of articles and the captions preceding sections and subsections have been inserted solely as a matter of convenience of reference only and are to be ignored in any construction of the provisions of the Plan. Whenever used herein, unless the context clearly indicates otherwise, the singular shall include the plural and the plural the singular.
Construction from Administrative Services Agreement
This Administrative Services Agreement (this Agreement) is dated as of April 4, 2014 (the Effective Date), between Quintana Shipping Ltd., a Republic of the Marshall Islands corporation (the Company) and Quintana Minerals Corporation, a Texas corporation (Minerals and, together with the Company, the Parties and each, a Party).
Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to money refer to legal currency of the United States of America; and (d) including means including without limitation.