Common use of Certain Interpretations Clause in Contracts

Certain Interpretations. (i) Unless otherwise indicated, all references herein to Sections shall be deemed to refer to Sections of this Agreement. (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made Unless otherwise indicated, all references herein to the Subsidiaries of a Person, such reference Person shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedWhenever the context may require, all references any pronouns used in this Agreement to shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (f) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “Dollarsmaterial” or a “Company Material Adverse Effect” under this Agreement. (g) References to “$” shall mean means United States Dollarsrefer to U.S. dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (f) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iiic) Unless otherwise indicated, indicated or the term “or” shall not be deemed to be exclusive. (iv) Unless context otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar importrequires, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) When reference is made herein to a Person, such reference shall be deemed to include all direct and indirect Subsidiaries of such Person. (id) Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedindicated, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (ivc) Unless otherwise indicated, the words “hereof,” ”, “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. (vd) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vie) When reference is made Unless otherwise indicated or the context otherwise requires, all references herein to the Subsidiaries of a Person, such reference Person shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requiresPerson. (viif) Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (g) Unless otherwise specifically providedindicated, all references terms defined in this Agreement to the singular shall have a comparable meaning when used in the plural, and vice versa. (h) Unless otherwise indicated, the terms “Dollars” or and “$” shall mean means United States DollarsU.S. dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iiic) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (ivd) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (ve) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vif) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viig) Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (h) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Section of the Company Disclosure Letter or the Parent Disclosure Letter or an Exhibit, such reference is to a Section of the Company Disclosure Letter or the Parent Disclosure Letter or Exhibit to this Agreement, as applicable, unless otherwise indicated. (b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement. ; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.” (iiic) Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either” and “or” shall are not be deemed to be exclusive. (ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, the words and does not simply mean “hereof,” “herein” and “hereunder” and words of similar import, when if.” (e) When used in this Agreement, refer references to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect “$” or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollarsare references to U.S. dollars.

Certain Interpretations. (i) Unless otherwise indicated, all references herein to Sections shall be deemed to refer to Sections of this Agreement. (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (va) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vib) Unless otherwise indicated, all references herein to Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable unless otherwise indicated. (c) When reference is made used herein (i) the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicated, be construed to refer to this Agreement as a Personwhole and not to any particular provision of this Agreement; and (ii) the words “include,” “includes” and “including,” shall be deemed in each case to be followed by the words “without limitation.” (d) As used in this Agreement, such reference the singular or plural number shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the other whenever the context otherwise so requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule, such reference shall be to a Schedule to this Agreement (as applicable) unless otherwise indicated. (b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement. , and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) ” Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either,” and “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vic) When reference is made herein used herein, references to a Person, such reference “$” or “Dollars” shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requiresbe references to U.S. dollars. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iiic) As used in this Agreement, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not mean simply “if.” (d) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires. (e) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) When reference is made all references herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” dollars or “$” shall mean means United States Dollarsand refer to U.S. denominated dollars. (f) References to “deliver,” “furnish” or “made available” shall mean that such documents or information referenced shall have been delivered to Parent or its Representatives.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to “the business of” a Person, such reference shall be deemed to include (i) the business of all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requiresPerson. (viie) Unless otherwise specifically providedindicted, all references in this Agreement herein to “Dollars” or “$” the Subsidiaries of a Person shall mean means United States Dollarsbe deemed to include all direct and indirect Subsidiaries of such Person.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedindicated, all references in herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (f) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement to “Dollars” and, therefore, waive the application of any Legal Requirement, holding or “$” shall mean means United States Dollarsrule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made Unless otherwise indicated, all references herein to the Subsidiaries of a Person, such reference Person shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedWhenever the context may require, all references any pronouns used in this Agreement to shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (f) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “Dollarsmaterial” or a “$Company Material Adverse Effect” shall mean means United States Dollarsunder this Agreement.

Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated and references to “paragraphs” or “clauses” are to separate paragraphs or clauses of the Section or subsection in which the reference occurs. When a reference is made in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to this Agreement, as applicable, unless otherwise indicated. (b) When used herein, (i) Unless the words “hereof,” “herein”, “hereunder” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement. ; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.” (iiic) Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either” and “or” shall are not be deemed to be exclusive. (ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, the words and does not simply mean “hereof,” “herein” and “hereunder” and words of similar import, when if.” (e) When used in this Agreement, refer references to this Agreement as a whole and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect “$” or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollarsare references to U.S. dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedindicated, all references in herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (f) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement to “Dollars” and, therefore, waive the application of any law, regulation, holding or “$” shall mean means United States Dollarsrule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “"include,” “" "includes” " and “"including,” " when used herein, shall be deemed in each case to be followed by the words “"without limitation.”" (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedindicated, all references in herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (f) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement to “Dollars” and, therefore, waive the application of any law, regulation, holding or “$” shall mean means United States Dollarsrule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Sections, Articles, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Sections, Articles, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vid) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viie) Unless otherwise specifically providedindicted, all references in herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (f) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement to “Dollars” and, therefore, waive the application of any Legal Requirement, holding or “$” shall mean means United States Dollarsrule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Certain Interpretations. (ia) Unless otherwise indicated, indicated all references herein to Sections Articles, Sections, Exhibits or Letters shall be deemed to refer to Sections Articles, Sections, Exhibits or Letters of or to this Agreement, as applicable. (iib) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iiic) Unless otherwise indicatedWhen reference is made herein to a Person, the term “or” such reference shall not be deemed to be exclusiveinclude all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (vd) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vie) When reference is made herein to a PersonThe parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Legal Requirement, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated agreement or the context otherwise requiresdocument. (viif) Unless otherwise specifically provided, all All references in this Agreement to “Dollarsdollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (b) The words “hereof,” “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. (iic) The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. (d) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall whether or not be deemed to be exclusiveso specified. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (ve) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vif) When reference is made Unless otherwise indicated, all references herein to the Subsidiaries of a Person, such reference Person shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (viig) Unless otherwise specifically providedWhenever the context may require, all references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (h) References to “Dollars” or “$” shall mean means and “dollars” are to the currency of the United States Dollarsof America. (i) The term “or” is not exclusive and has the meaning represented by the phrase “and/or”. (j) The phrase “to the extent” means the degree to which a subject or other theory extends and such phrase shall not mean “if”.

Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. (b) The words “hereof,” “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. (iic) The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. (d) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall whether or not be deemed to be exclusiveso specified. (iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. (ve) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vif) When reference is made Unless otherwise indicated, all references herein to the Subsidiaries of a Person, such reference Person shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.

Certain Interpretations. (i) Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the words “include” or “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. Unless otherwise indicated, all references herein reference in this Agreement to Sections shall be deemed to refer to Sections a “Section” or “Exhibit” means a Section or Exhibit as applicable, of this Agreement. (ii) Unless otherwise indicated. The Section captions herein are for convenience of reference only, the words “include,” “includes” do not constitute part of this Agreement and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless limit or otherwise indicated, affect any of the words “provisions hereof,” “herein” and “hereunder” and words of similar import, when . When used in this Agreement, words such as “herein”, “hereinafter”, “hereof”, “hereto”, and “hereunder” shall refer to this Agreement (including any Exhibit incorporated by reference into this Agreement) as a whole whole, unless the context clearly requires otherwise. The use of the words “or,” “either” and not to any particular provision of this Agreement. (v) The headings set forth in this Agreement are for convenience of reference purposes only and “any” shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofexclusive. (vi) When reference is made herein to a Person, such reference shall be deemed to include (i) all direct and indirect Subsidiaries of such Person and (ii) any of its successors and permitted assigns, in each case, unless otherwise indicated or the context otherwise requires. (vii) Unless otherwise specifically provided, all references in this Agreement to “Dollars” or “$” shall mean means United States Dollars.