Corporate & Securities Law

?Together With?

By Ken Adams

Contract drafting is facilitated if you find the simplest way to articulate a given meaning and then stick with it.

That applies to the small stuff, too. Take, for example, together with. Often you’re better off trading two longer words for one shorter one?and:

“Hotel” means the Site together with [read and] the Buildings.

At other times, with does the job by itself:

The Advisor shall cause the fact to be disclosed in the next quarterly report of the Company and sent to the Stockholders no later than 60 days after end of the quarter together with an explanation of the factors the Independent Directors considered in determining that the Excess Amount was justified.

And sometimes you’d be better off with plus:

If the Advisor is found not to be entitled to indemnification, the Advisor shall repay the Company the advanced funds together with the applicable legal rate of interest thereon [read plus interest].

Save together with for those contexts where nothing else works:

“ERISA Affiliate” means any trade or business that, together with the Borrower, is treated as a single employer under section 414(b) or (c) of the Code or, solely for purposes of section 302 of ERISA and section 412 of the Code, is treated as a single employer under section 414 of the Code.

… and Acme Technologies Corporation, a Delaware corporation (”Acme“; together with Parent, the “Acme Entities“).

Full post as published by AdamsDrafting on October 24, 2008 (boomark / email).