DFS » Topics » Part II: Interpretation

This excerpt taken from the DFS 10-Q filed Apr 14, 2008.

Part II: Interpretation

In this Agreement, unless otherwise specified:

 

  (a) references to Clauses, paragraphs and schedules are to Clauses and paragraphs of and schedules to this Agreement;

 

  (b) each of the Schedules forms part of this Agreement and references to this Agreement include a reference to each of the Schedules;

 

  (c) a reference to an agreement or other document is a reference to that agreement or document as supplemented or amended from time to time;

 

  (d) a reference to a date which is not a Business Day is to be construed as a reference to the next succeeding Business Day;

 

  (e) headings are for convenience only and do not affect this Agreement’s interpretation;

 

  (f) a reference to any statute or statutory provision is to be construed as a reference to the same as it may have been, or may from time to time be, consolidated amended, modified or re-enacted;

 

  (g) references to a “company” are to be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, and references to a “person” include any individual, firm, company, unincorporated association, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

 

  (h) the terms “subsidiary”, “subsidiary undertaking”, “holding company”, “financial year”, “director” and “shadow director” have the meanings respectively attributed to them by the Act at the date of this Agreement;

 

  (i) the words “include” and “including” are to be construed without limitation, and the rule known as the ejusdem generis rule will not apply and, accordingly, general words introduced by the word “other” are not to be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words are not to be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

 

  (k) a person will be treated as being connected with another if that person is connected with another within the meaning of Section 839 Taxes Act;

 

  (l) a document expressed to be “in the agreed form” means a document, the terms, conditions and form of which have been agreed by the parties and a copy of which has been identified as such and initialled by or on behalf of each of them;

 

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  (m) references to the Sellers or any Seller shall be construed to include each of the Sellers or any Seller (as the case may be) and in the case of DFS shall include in whichever capacity it may be acting;

 

  (o) references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing will in respect of any jurisdiction other than England be treated as including what most nearly approximates in that jurisdiction to the English legal term save in respect of any Scottish legal term which will be construed in accordance with Scots law; and

 

  (p) references to the date of this Agreement or date hereof or similar such references shall be to the date of the Original Agreement, being 7 February 2008.

 

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This excerpt taken from the DFS 8-K filed Feb 7, 2008.

Part II: Interpretation

In this Agreement, unless otherwise specified:

 

  (a) references to Clauses, paragraphs and schedules are to Clauses and paragraphs of and schedules to this Agreement;

 

  (b) each of the Schedules forms part of this Agreement and references to this Agreement include a reference to each of the Schedules;

 

  (c) a reference to an agreement or other document is a reference to that agreement or document as supplemented or amended from time to time;

 

  (d) a reference to a date which is not a Business Day is to be construed as a reference to the next succeeding Business Day;

 

  (e) headings are for convenience only and do not affect this Agreement's interpretation;

 

  (f) a reference to any statute or statutory provision is to be construed as a reference to the same as it may have been, or may from time to time be, consolidated amended, modified or re-enacted;

 

  (g) references to a “company” are to be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, and references to a “person” include any individual, firm, company, unincorporated association, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

 

  (h) the terms “subsidiary”, “subsidiary undertaking”, “holding company”, “financial year”, “director” and “shadow director” have the meanings respectively attributed to them by the Act at the date of this Agreement;

 

  (i) the words “include” and “including” are to be construed without limitation, and the rule known as the ejusdem generis rule will not apply and, accordingly, general words introduced by the word “other” are not to be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words are not to be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

 

  (k) a person will be treated as being connected with another if that person is connected with another within the meaning of Section 839 Taxes Act;

 

  (l) a document expressed to be “in the agreed form” means a document, the terms, conditions and form of which have been agreed by the parties and a copy of which has been identified as such and initialled by or on behalf of each of them;

 

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  (m) references to the Sellers or any Seller shall be construed to include each of the Sellers or any Seller (as the case may be) and in the case of DFS shall include in whichever capacity it may be acting; and

 

  (o) references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing will in respect of any jurisdiction other than England be treated as including what most nearly approximates in that jurisdiction to the English legal term save in respect of any Scottish legal term which will be construed in accordance with Scots law.

 

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EXCERPTS ON THIS PAGE:

10-Q
Apr 14, 2008
8-K
Feb 7, 2008
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