Certain Definitions/Interpretations. (a) For purposes of this Agreement:
Certain Definitions/Interpretations. As used in this Agreement, ------------------------------------ the following terms shall have the meanings indicated:
Certain Definitions/Interpretations. Unless the context of this Agreement otherwise clearly requires: (i) words of either gender or the neuter include the other gender and the neuter; (ii) words using the singular number also include the plural number and words using the plural number also include the singular number; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section or other subdivision; (iv) the terms “Article” or “Section” or other subdivision refer to the specified Article, Section or other subdivision of the body of this Agreement; (v) when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (vii) when a statement herein with respect to a particular matter is qualified by the phrase “in all material respects”, “material” or other similar qualification or limitations, materiality shall be determined solely by reference to, and solely within the context of, the specified matter and not with respect to the entirety of this Agreement or the entirety of the transactions contemplated hereby; (viii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (ix) the phrase “materiality limitation” means all limitations on and all qualifications and exceptions to a party’s representations and warranties based on the concept of materiality, whether expressed by the word “material” or “materially” or the phrase “in all material respects,” or “Company Material Adverse Effect”. The phrases “the date of this Agreement”, “the date hereof”, and phrases of similar import mean the date set forth in the first sentence of the first page of this Agreement in the forepart of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Certain Definitions/Interpretations. As used in this Agreement, the following terms shall have the meanings indicated:
Certain Definitions/Interpretations. For purposes of this Agreement, “Level One’s Management” means any of Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx; and “First Merchants’ Management” means any of Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. The phrases “to the knowledge of”, “known to” and similar formulations with respect to Level One’s Management or First Merchants’ Management means matters that are within the actual conscious knowledge of such persons after due inquiry. For purposes of this Agreement, “business day” means any day other than a Saturday, Sunday or other day that a federal savings bank or a national banking association is authorized or required by applicable law to be closed. 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. 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.
Certain Definitions/Interpretations. (a) For purposes of this Agreement: “Affiliate” of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; and, for the purposes of this definition only, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a Person whether through the ownership of securities, by contract or agency or otherwise; provided that (i) as such term is used in this Agreement, New Valley shall not be included as an Affiliate of the Partnership and (ii) as used in Section 3.7, Ladenburg Txxxxxxx Financial Services, Inc. and its Subsidiaries shall not be included as an Affiliate of New Valley;
Certain Definitions/Interpretations. As used herein, the term "including" means "including, without limitation."
Certain Definitions/Interpretations. 33 7.2 Survival of Representations, Warranties and Covenants. . . . . . . . . 34 7.3 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (a) Seller's Indemnification. . . . . . . . . . . . . . . . . . . . 34 (b) FACO's Indemnification. . . . . . . . . . . . . . . . . . . . . 35 (c) Indemnification Procedures. . . . . . . . . . . . . . . . . . . 36 (d) Adjustment to Purchase Price. . . . . . . . . . . . . . . . . . 39 (e) Exclusive Remedy. . . . . . . . . . . . . . . . . . . . . . . . 39 7.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.5 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.6 Governing Law; Venue . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.7 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.8 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.9
Certain Definitions/Interpretations. (a) Capitalized terms used herein and not otherwise defined shall have the meanings set forth below.
Certain Definitions/Interpretations. For purposes of these Bylaws:
