Construction Contract Clauses (10,611)

Construction. This Agreement is the result of negotiations between and has been reviewed by each of the Parties parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of both all of the Parties, parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties. parties hereto.

Construction. This RSU Agreement is the result of negotiations between and has been reviewed by each of the Parties parties hereto and their respective counsel, if any; accordingly, this RSU Agreement shall be deemed to be the product of both all of the Parties, parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties. parties hereto.

Construction. The language used in this Agreement shall will be deemed to be the language chosen by the parties to express their mutual intent, and no rule rules of strict construction shall will be applied against any party.

Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent, and no rule of strict construction (including the rule that ambiguities are to be resolved against the drafting Party) shall be applied against any party. Party.

Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. 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code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and...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. 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 Trading Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Trading Day. View More

Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority governmental authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority 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. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. View More

Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement.... Rather, the terms of this Agreement shall be construed in a reasonable manner fairly as to effect the intentions of both all parties hereto and not in favor or against either party. any party by the rule of construction abovementioned. View More

Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party party, including, but not limited to Section 1654 of the... California Civil Code, shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party. View More

Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party party, including, but not limited to Section 1654 of the... California Civil Code, shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either party. View More

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Agreement. The terms of this First Amendment amend and modify the Merger Agreement as if fully set forth in the Merger Agreement. Upon the effectiveness of this First Amendment, all references in the Merger Agreement to "the Agreement" or "this Agreement," as applicable, shall refer to the Merger Agreement, as modified by this First Amendment. If there is any conflict between the terms, conditions... and obligations of this First Amendment and the Merger Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Merger Agreement not specifically modified by this First Amendment are expressly preserved. This First Amendment may be executed preserved and remain in multiple counterparts full force and transmitted by facsimile, by electronic mail in portable document format ("PDF") form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a Party's signature, with each such counterpart, facsimile or PDF signature constituting an original and all of which together constituting one and the same original. effect. View More

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Purchase Agreement. The terms of this First Amendment amend and modify the Merger Purchase Agreement as if fully set forth in the Merger Purchase Agreement. Upon the effectiveness of this First Amendment, all references in the Merger Purchase Agreement to "the Agreement" or "this Agreement," as applicable, shall refer to the Merger Purchase Agreement, as modified by this First Amendment. If there... is any conflict between the terms, conditions and obligations of this First Amendment and the Merger Purchase Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Merger Purchase Agreement not specifically modified by this First Amendment are expressly preserved. This First Amendment may be executed in multiple counterparts and transmitted by facsimile, by electronic mail in portable document format ("PDF") form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a Party's signature, with each such counterpart, facsimile or PDF signature constituting an original and all of which together constituting one and the same original. 3 6. AUTHORITY. By their execution of this First Amendment, the undersigned Parties hereby confirm that they are duly authorized to execute this First Amendment and any necessary requisite approval has been obtained with respect to this First Amendment and all matters set forth herein. View More

Construction. The parties hereto acknowledge and agree that the language of this Release Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the parties.

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement and the Notes. Sublicense Agreement. The terms of this First Amendment amend and modify the Sublicense Agreement and the Notes as if fully set forth in the Agreement and the Notes. Sublicense Agreement. If there is any conflict between the terms, conditions and obligations of this First Amendment and the Agreement or the Notes, Sublicense Agreement, this First Amendment's terms, conditions and... obligations shall control. All other provisions of the Sublicense Agreement and the Notes not specifically modified by this First Amendment are preserved. 5 8. COUNTERPARTS; ELECTRONIC TRANSMISSION. 1 4. Counterparts; Electronic Transmission. This First Amendment may be executed in one or more counterparts and by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Michigan Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This First Amendment and any signed agreement or instrument entered into in connection with this First Amendment, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an "Electronic Delivery"), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the other party. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity. View More

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement and the Notes. The terms of this First Amendment amend and modify the Securities Purchase Agreement and the Notes as if fully set forth in the Securities Purchase Agreement. Upon the effectiveness of this First Amendment, all references in the Securities Purchase Agreement and to "the Agreement" or "this Agreement," as applicable, shall refer to the Notes. Securities Purchase Agreement, as... modified by this First Amendment. If there is any conflict between the terms, conditions and obligations of this First Amendment and the Agreement or the Notes, Securities Purchase Agreement, this First Amendment's terms, conditions and obligations shall control. All other provisions of the Securities Purchase Agreement and the Notes not specifically modified by this First Amendment are expressly preserved. 5 8. COUNTERPARTS; ELECTRONIC TRANSMISSION. This First Amendment may be executed in one or more counterparts and by facsimile, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, the Pennsylvania Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This First Amendment and any signed agreement or instrument entered into in connection with this First Amendment, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an "Electronic Delivery"), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the all other party. parties. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity. 2 5. AUTHORITY. By their execution of this First Amendment, the undersigned parties hereby confirm that: (1) the Company has all corporate right, power and authority to enter into this First Amendment and to consummate the transactions contemplated hereby, (2) all corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this First Amendment by the Company, the authorization, sale, issuance and delivery of the Securities contemplated herein and the performance of the Company's obligations hereunder has been taken, and (3) this First Amendment has been (or upon delivery will have been) duly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. View More

Construction. Each of the Parties acknowledges that they, and their respective counsel, substantially participated in the negotiation, drafting and editing of this Amendment. Accordingly, the Parties agree that the provisions of this Amendment shall not be construed or interpreted for or against any Party hereto based on authorship. 2 9. 5 15. Authority. Each Party represents and warrants that is has the power and authority to execute this Amendment and that there are no third party approvals required to... execute this Amendment or to comply with the terms or provisions contained herein. View More

Construction. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Subscription Agreement. Notes. The terms of this Amendment amend and modify the Related Notes as if fully set forth in each Related Note. If there is any conflict between the terms, conditions and obligations of this Amendment and the Related Notes, this Amendment's terms, conditions and obligations shall control. All other provisions of the Related Notes not specifically modified by this Amendment are... preserved. View More

Construction. This Fourth Amendment is a Loan Document. This Fourth Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Fourth Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement. Upon and after the effectiveness of this Fourth Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement", "thereunder", "therein", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. View More