Common use of Construction of this Agreement and Certain Terms and Phrases Clause in Contracts

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "Schedule" and "Exhibit" without reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromising" is used instead. (c) The word "or" shall be construed to mean "and/or" unless the context clearly prohibits that construction. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) Any representation or warranty contained herein as to the enforceability of a contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). [SIGNATURE TO FOLLOW]

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," ""herein," "hereby," and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "Schedule" and "Exhibit" without any reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromisingcomprising" is used instead. (c) The word "or" shall be construed to mean "and/or" unless the context clearly prohibits that construction. (d) Whenever this Agreement refers Any reference to a number of daysany federal, such number state, local or foreign statute or law, including any one or more sections thereof, shall be deemed also to refer to calendar days to, unless Business Days are specifiedthe context requires otherwise, all rules and regulations promulgated thereunder. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) Any representation or warranty contained herein as to the enforceability of a contract contract, including this Agreement, shall be subject to the effect of any bankruptcy, insolvency, reorganizationreorganisation, moratorium or other similar law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (f) The Parties have participated jointly in the negotiation and drafting of this Agreement. [SIGNATURE TO FOLLOW]If an ambiguity or 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 of the provisions hereof. (g) The disclosures in the Schedules referenced in this Agreement shall relate solely to the representations, warranties or other terms in. this Agreement to which they expressly relate and not to any other representations, warranties or terms in this Agreement. (h) In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules referenced in this Agreement other than an exception expressly set forth as such Schedules with respect to a specifically identified representation, warranty, or term, the statements in the body of this Agreement will control. (i) The word "extent" in the phrase "to the extent" as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean "if." (j) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or to omit to take any action, to the extent such action or omission would violate Applicable Laws. (k) Where there is a reference to Seller, the reference, to the extent applicable, includes Seller's Affiliates. Without limiting the foregoing, where there is a reference to a grant, sale, conveyance, assignment, transfer or delivery by Seller, the reference to Seller means that Seller will perform the grant, sale, conveyance, assignment, transfer or delivery itself or, where applicable, cause an Affiliate of Seller to perform the grant, sale, conveyance, assignment, transfer or delivery.

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "Schedule" and "Exhibit" without reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromising" is used instead. (c) The word "or" shall be construed to mean "and/oror" unless the context clearly prohibits that construction. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) . Any representation or warranty contained herein as to the enforceability of a contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). [SIGNATURE TO PAGES FOLLOW]] 45

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," ""herein," "hereby," and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "Schedule" and "Exhibit" without any reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromisingcomprising" is used instead. (c) The word "or" shall be construed to mean "and/or" unless the context clearly prohibits that construction. (d) Whenever this Agreement refers Any reference to a number of daysany federal, such number state, local or foreign statute or law, including any one or more sections thereof, shall be deemed also to refer to calendar days to, unless Business Days are specifiedthe context requires otherwise, all rules and regulations promulgated thereunder. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) Any representation or warranty contained herein as to the enforceability of a contract contract, including this Agreement, shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (f) The Parties have participated jointly in the negotiation and drafting of this Agreement. [SIGNATURE TO FOLLOW]If an ambiguity or 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 of the provisions hereof. (g) The disclosures in the Schedules referenced in this Agreement shall relate solely to the representations, warranties or other terms in. this Agreement to which they expressly relate and not to any other representations, warranties or terms in this Agreement. (h) In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules referenced in this Agreement other than an exception expressly set forth as such Schedules with respect to a specifically identified representation, warranty, or term, the statements in the body of this Agreement will control. (i) The word "extent" in the phrase "to the extent" as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean "if." (j) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or to omit to take any action, to the extent such action or omission would violate Applicable Laws. (k) Where there is a reference to Seller, the reference, to the extent applicable, includes Seller's Affiliates. Without limiting the foregoing, where there is a reference to a grant, sale, conveyance, assignment, transfer or delivery by Seller, the reference to Seller means that Seller will perform the grant, sale, conveyance, assignment, transfer or delivery itself or, where applicable, cause an Affiliate of Seller to perform the grant, sale, conveyance, assignment, transfer or delivery.

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereunder" and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "ScheduleSchedule " and "Exhibit" without any reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromisingcomprising" is used instead. (c) The Unless the context clearly prohibits such construction, the word "or" shall be construed to mean "and/or" unless and the context clearly prohibits that constructionwords "neither," "nor," "any," "either" and "or" shall not be exclusive. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (e) Whenever this Agreement refers to any payment to be made to Sellers' Representative, such payment shall be made to an account designated by Sellers' Representative, which may include an escrow account designated by Sellers' Representative in trust for Sellers with disbursements to be made according to instructions from Sellers' Representative. (f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9GAAP. (g) Any reference to any federal, state, local or foreign statute or law, including any one or more sections thereof, shall be deemed also to refer to, unless the context requires otherwise, all rules and regulations promulgated thereunder, including U.S. Treasury Regulations. (h) Any representation or warranty contained herein as to the enforceability of a contract contract, including this Agreement, shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law currently or hereafter in effect affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (i) In interpreting the representations and warranties herein, the principle that the specific governs and controls the general shall apply. [SIGNATURE TO FOLLOW]Accordingly, by way of example but not by way of limitation, if there is a representation and warranty on the absence of infringement by the Companies of the intellectual property rights of third Persons qualified by "the Companies' Knowledge" and "Sellers' Knowledge," then the Buyer Indemnified Parties shall have no right to indemnification (and there shall be no liability) for infringement by the Companies that was not to the Companies' Knowledge nor Sellers' Knowledge, notwithstanding the presence of a general representation on the absence of undisclosed liabilities that is not knowledge qualified. (j) For the purposes of Articles 3 and 3A, the words "delivered," "provided," "furnished," and "made available" and words of similar import will be construed to mean that the applicable document or other item has been (x) posted, and continuously available, to Buyer or Buyer's Parent at least three Business Days prior to the Closing Date or (y) otherwise delivered to Buyer or Buyer's Parent prior to the Closing Date. (k) The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or 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 of the provisions hereof. (l) The Disclosure Schedules are a material part of this Agreement as if fully set forth within this Agreement. Each section of the Disclosure Schedules shall relate solely to the Section in Articles 3 and 3A to which its expressly relate and not to any other Sections in this Agreement except that any disclosure set forth in any section of a Disclosure Schedule shall be deemed set forth for purposes of any other section of the Disclosure Schedules to which such disclosure is relevant, to the extent, if any, that it is readily apparent that such disclosure is applicable to such other section of the Disclosure Schedules. The inclusion of information in the Disclosure Schedules shall not be construed as an admission that such information is material to any of the Companies. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement (m) The word "extent" in the phrase "to the extent" as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean "if." (n) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or to omit to take any action, to the extent such action or omission would violate Applicable Laws. (o) Any reference to time refers to United States Eastern Time.

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "Article," "Section," "Schedule" and "Exhibit" without reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "including," "include" and "includes" are not exclusive and shall be deemed to be followed by the words "without limitation"; if exclusion is intended, the word "compromising" is used instead. (c) The word "or" shall be construed to mean "and/oror" unless the context clearly prohibits that construction. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) . Any representation or warranty contained herein as to the enforceability of a contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). [(SIGNATURE TO PAGES FOLLOW]) 45

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "“hereof," ” "“herein," "” “hereby," ” and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "“Article," "” “Section," "” “Schedule" ” and "“Exhibit" ” without any reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "“including," "” “include" ” and "“includes" ” are not exclusive and shall be deemed to be followed by the words "“without limitation"”; if exclusion is intended, the word "compromising" “comprising” is used instead. (c) The word "“or" ” shall be construed to mean "“and/or" ” unless the context clearly prohibits that construction. (d) Whenever this Agreement refers Any reference to a number of daysany federal, such number state, local or foreign statute or law, including any one or more sections thereof, shall be deemed also to refer to calendar days to, unless Business Days are specifiedthe context requires otherwise, all rules and regulations promulgated thereunder. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issue. (f) All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein shall have the meaning given to them in such Article 9. (g) Any representation or warranty contained herein as to the enforceability of a contract contract, including this Agreement, shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' ’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (f) The Parties have participated jointly in the negotiation and drafting of this Agreement. [SIGNATURE TO FOLLOW]If an ambiguity or 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 of the provisions hereof. (g) The disclosures in the Schedules referenced in this Agreement shall relate solely to the representations, warranties or other terms in this Agreement to which they expressly relate and not to any other representations, warranties or terms in this Agreement. (h) In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules referenced in this Agreement other than an exception expressly set forth as such Schedules with respect to a specifically identified representation, warranty, or term, the statements in the body of this Agreement will control. (i) The word “extent” in the phrase “to the extent” as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean “if.” (j) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or to omit to take any action, to the extent such action or omission would violate Applicable Laws. (k) Where there is a reference to Seller, the reference, to the extent applicable, includes Seller’s Affiliates. Without limiting the foregoing, where there is a reference to a grant, sale, conveyance, assignment, transfer or delivery by Seller, the reference to Seller means that Seller will perform the grant, sale, conveyance, assignment, transfer or delivery itself or, where applicable, cause an Affiliate of Seller to perform the grant, sale, conveyance, assignment, transfer or delivery.

Construction of this Agreement and Certain Terms and Phrases. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "“hereof," "” “herein," "” “hereby," ” and derivative or similar words refer to this entire Agreement and not to any particular provision of this Agreement; and (iv) the terms "“Article," "” “Section," "” “Schedule" ” and "“Exhibit" ” without any reference to a specified document refer to the specified Article, Section, Schedule and Exhibit, respectively, of this Agreement. (b) The words "“including," "” “include" ” and "“includes" ” are not exclusive and shall be deemed to be followed by the words "“without limitation"”; if exclusion is intended, the word "compromising" “comprising” is used instead. (c) The word "“or" ” shall be construed to mean "“and/or" ” unless the context clearly prohibits that construction. (d) Whenever Whatever this Agreement agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as consistently applied by the Person whose financial statements or practices are at issueGAAP. (f) All terms used in Article 9 of Any reference to any federal, state, local or foreign statute or law, including any one or more sections thereof, shall be deemed also to refer to, unless the UCC in the State of New York context requires otherwise, all rules and not specifically defined herein shall have the meaning given to them in such Article 9regulations promulgated thereunder, including Treasury Regulations. (g) Any representation or warranty contained herein as to the enforceability of a contract contract, including this Agreement, shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' ’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (h) The Parties have participated jointly in the negotiation and drafting of this Agreement. [SIGNATURE TO FOLLOW]If an ambiguity or 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 of the provisions hereof. (i) Except as may otherwise be specifically expressed therein, the disclosures in the Article 3 Schedules shall relate only to the representations and warranties in the particular Section of Article 3 to which they expressly relate and not to any other representation or warranty contained in Article 3. (j) In the event of any inconsistency between the statements in the body of this Agreement and those in the Article 3 Schedules other than an exception expressly set forth in such Article 3 Schedules (subject to subclause (i) immediately above), the statements in the body of this Agreement will control.