Construction Clause Example with 133 Variations from Business Contracts

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) (b) words defined in t...he singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) (e) if the last day for the giving of any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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (f) with regard to each and (h) "Governmental Authority" every term and condition of this Agreement and all other agreements and instruments subject to the terms hereof, the parties understand and agree that such documents have been mutually negotiated, prepared and drafted, and if at any time the parties desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party actually prepared, drafted or requested any such term or condition; and (g) a reference to "knowledge" of the Company or of which the Company is "aware" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision to the actual knowledge of any of the foregoing. directors or officers of the Company, each after reasonable inquiry. [remainder of page intentionally left blank] 31 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, Trinity Merger Corp. By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. View More

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) 37 (b) words defined i...n the singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) (e) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (f) with regard to each and (h) "Governmental Authority" every term and condition of this Agreement and all other agreements and instruments subject to the terms hereof, the parties understand and agree that such documents have been mutually negotiated, prepared and drafted, and if at any time the parties desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party actually prepared, drafted or requested any such term or condition; and (g) a reference to "knowledge" of the Company or of which the Company is "aware" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision to the actual knowledge of any of the foregoing. directors or executive officers of the Company, each after due and reasonable inquiry. [remainder of page intentionally left blank] 38 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. View More

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) (b) words defined in t...he singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) (e) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (f) with regard to each and (h) "Governmental Authority" every term and condition of this Agreement and all other agreements and instruments subject to the terms hereof, the parties understand and agree that such documents have been mutually negotiated, prepared and drafted, and if at any time the parties desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party actually prepared, drafted or requested any such term or condition; and (g) a reference to "knowledge" of the Company or of which the Company is "aware" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision to the actual knowledge of any of the foregoing. directors or executive officers of the Company, each after due and reasonable inquiry. [remainder of page intentionally left blank] 39 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. View More

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) (b) words defined in t...he singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) (e) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (f) with regard to each and (h) "Governmental Authority" every term and condition of this Agreement and all other agreements and instruments subject to the terms hereof, the parties understand and agree that such documents have been mutually negotiated, prepared and drafted, and if at any time the parties desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party actually prepared, drafted or requested any such term or condition; and (g) a reference to "knowledge" of the Company or of which the Company is "aware" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision to the actual knowledge of any of the foregoing. directors or executive officers of the Company, each after due and reasonable inquiry. View More

Construction. (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) wherever the word "include," "includes" or "including" is use...d in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; -40- (g) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (h) "knowledge" means, as it pertains to the Company, the actual knowledge of the officers and (h) directors of the Company, together with the knowledge which they would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject matter; (i) "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing. foregoing; (j) "Law" means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Company are listed for trading; and (k) "Business Day" means any day on which the NYSE American and commercial banks in the City of New York are open for business. (l) "Material Properties" means, collectively, (a) the Lost Creek Property, located in Sweetwater County, Wyoming, and (b) the Shirley Basin project, located in Carbon County, Wyoming, as described in the Registration Statement and Prospectus. (m) "Mining Rights" means, without limitation, freehold title, fee title, leases, concessions, patented mining claims and millsites, unpatented mining claims and millsites, prospecting and exploration rights, mining and mineral rights, in respect of the Material Properties, or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located. (n) "Technical Reports" means, collectively, (i) the preliminary economic assessment titled "Amended Preliminary Economic Assessment of the Lost Creek Property, Sweetwater County, Wyoming" dated February 8, 2016 and (ii) the preliminary economic assessment titled "Preliminary Economic Assessment Shirley Basin Uranium Project Carbon County, Wyoming" dated January 27, 2015. -41- 24. General Provisions. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. View More

Construction. (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; -40- (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) wherever the word "include," "includes" or "including" i...s used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (h) "knowledge" means, as it pertains to the Company, the actual knowledge of the officers and (h) directors of the Company, together with the knowledge which they would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject matter; (i) "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing. foregoing; (j) "Law" means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Company are listed for trading; and (k) "Business Day" means any day on which the NYSE American and commercial banks in the City of New York are open for business. (l) "Material Properties" means, collectively, (a) the Lost Creek Property, located in Sweetwater County, Wyoming, and (b) the Shirley Basin project, located in Carbon County, Wyoming, as described in the Registration Statement and Prospectus. -41- (m) "Mining Rights" means, without limitation, freehold title, fee title, leases, concessions, patented mining claims and millsites, unpatented mining claims and millsites, prospecting and exploration rights, mining and mineral rights, in respect of the Material Properties, or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located. (n) "Technical Reports" means, collectively, (i) the preliminary economic assessment titled "Amended Preliminary Economic Assessment of the Lost Creek Property, Sweetwater County, Wyoming" dated February 8, 2016 and (ii) the preliminary economic assessment titled "Preliminary Economic Assessment Shirley Basin Uranium Project Carbon County, Wyoming" dated January 27, 2015. View More

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) (b) words defined in t...he singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) and (e) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; Day. [Remainder of Page Intentionally Left Blank] 40 If the foregoing is in accordance with your understanding of our agreement, please sign and (h) "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of return to us the foregoing. enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. View More

Construction. Unless the context otherwise requires: (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) (b) words defined in t...he singular shall have a comparable meaning when used in the plural, and vice versa; (c) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) (d) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) and (e) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; Day. [Remainder of Page Intentionally Left Blank] 25 If the foregoing is in accordance with your understanding of our agreement, please sign and (h) "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of return to us the foregoing. enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. View More

Construction. (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) wherever the word "include," "includes" or "including" is use...d in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; 29 (g) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (h) "knowledge" means, as it pertains to the Company, the actual knowledge of the officers and (h) directors of the Company, together with the knowledge which they would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject matter; (i) "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing. foregoing; (j) "Law" means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Company are listed for trading; and (k) "Business Day" means any day on which the NYSE American and commercial banks in the City of New York are open for business. (l) "Material Properties" means, collectively, (a) the Lost Creek Property, located in Sweetwater County, Wyoming, and (b) the Shirley Basin project, located in Carbon County, Wyoming, as described in the Registration Statement and Prospectus. (m) "Mining Rights" means, without limitation, freehold title, fee title, leases, concessions, patented mining claims and millsites, unpatented mining claims and millsites, prospecting and exploration rights, mining and mineral rights, in respect of the Material Properties, or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located. (n) "Technical Reports" means, collectively, (i) the amended technical report summary on the Lost Creek Property ISR Uranium Sweetwater County, Wyoming, dated as of December 31, 2021 filed with the Commission as an exhibit to the amended annual report on Form 10-K/A on September 21, 2022, and (ii) the amended technical report summary on Shirley Basin ISR Uranium Project, Carbon County Wyoming, filed with the Commission as an exhibit to the amended annual report on Form 10-K/A on September 21, 2022. View More

Construction. (a) the section and exhibit headings herein are for convenience only and shall not affect the construction hereof; (b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the words "hereof," "hereto," "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; (d) wherever the word "include," "includes" or "including" is use...d in this Agreement, it shall be deemed to be followed by the words "without limitation"; (e) references herein to any gender shall include each other gender; (f) references herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder; (g) 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 39 the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (h) "Law" means any and (h) "Governmental Authority" means (i) any all laws, including all federal, provincial, state, local, municipal, national or international government foreign statutes, codes, ordinances, guidelines, decrees, rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or governmental authority, regulatory judgments, orders, directives, decisions, rulings or administrative agency, governmental commission, department, board, bureau, agency awards or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision other requirements of any Governmental Authority, binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the foregoing. Company are listed for trading; and (i) "Business Day" means any day on which Nasdaq and commercial banks in the City of New York are open for business. 39 25. General Provisions. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus prepared, authorized or used by the Company and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act. View More