Common use of Descriptive Headings; Certain Interpretations Clause in Contracts

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “or” is not exclusive and “include,” “includes” and “including” are not limiting; (b) “hereof,” “hereto,” “hereby,” “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; (c) “date hereof” refers to the date of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “Article,” “Section,” “Clause,” “Exhibit” or “Schedule” refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “or” is not exclusive and “include,” ”, “includes” and “including” are not limitinglimiting and shall be deemed to be followed by the words “without limitation”; (bii) “hereof,” ”, “hereto,” ”, “hereby,” ”, “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; (ciii) “date hereof” refers to the date of this Agreement; (div) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “Article,” ”, “Section,” ”, “Clause,” Subsection”, “Exhibit” or “Schedule” refer to an ArticleArticle of, a Section or Clause Subsection of, or an Exhibit or Schedule to, this Agreement; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; and (jx) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “"or” " is not exclusive and “"include,” “" "includes” " and “"including” " are not limiting; (b) “"hereof,” “" "hereto,” “" "hereby,” “" "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; (c) “"date hereof” " refers to the date of this Agreement; (d) “"extent” " in the phrase “"to the extent” " means the degree to which a subject or other thing extends, and such phrase does not mean simply “"if”"; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “"Article,” “" "Section,” “" "Clause,” “" "Exhibit” " or “"Schedule” " refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “or” is not exclusive and “include,” ”, “includes” and “including” are not limiting; (bii) “hereof,” ”, “hereto,” ”, “hereby,” ”, “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; (ciii) “date hereof” refers to the date of this Agreement; (div) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “Article,” ”, “Section,” ”, “Clause,” Subsection”, “Exhibit” or “Schedule” refer to an ArticleArticle of, a Section or Clause Subsection of, or an Exhibit or Schedule to, this Agreement; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; and (jx) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “"or” " is not exclusive and “"include,” “", "includes” " and “"including” " are not limiting; (bii) “"hereof,” “", "hereto,” “", "hereby,” “", "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; (ciii) “"date hereof” " refers to the date of this Agreement; (div) “"extent” " in the phrase “"to the extent” " means the degree to which a subject or other thing extends, and such phrase does not mean simply “"if”"; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “"Article,” “", "Section,” “", "Clause,” “", "Exhibit” " or “"Schedule” " refer to an ArticleArticle of, a Section or Clause of, or an Exhibit or Schedule to, this Agreement; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; versa and (jx) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. The table descriptive headings of contents the several Articles and headings contained in Sections of this Agreement and the Schedules to this Agreement and the Table of Contents to this Agreement are inserted for reference purposes only convenience only, do not constitute a part of this Agreement and shall not control or affect in any way the meaning or construction interpretation of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “or” is not exclusive and “include,” ”, “includes” and “including” are not limitinglimiting and shall be deemed to be followed by the words “without limitation”; (bii) “hereof,” ”, “hereto,” ”, “hereby,” ”, “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; (ciii) “date hereof” refers to the date of this Agreement; (div) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “Article,” ”, “Section,” ”, “Clause,” Subsection”, “Exhibit” or “Schedule” refer to an ArticleArticle of, a Section or Clause Subsection of, or an Exhibit or Schedule to, this AgreementAgreement unless otherwise expressly specified; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; and (jx) references any reference to a Law include any amendment day or modification to a date shall be to such Law and any rules day or regulations issued thereunder, whether such amendment or modification is made, or issuance date in the Eastern time zone of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States DollarsStates.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “or” is not exclusive and “include,” ”, “includes” and “including” are not limiting; (bii) “hereof,” ”, “hereto,” ”, “hereby,” ”, “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; (ciii) “date hereof” refers to the date of this Agreement; (div) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “Article,” ”, “Section,” ”, “Clause,” Subsection”, “Exhibit” or “Schedule” refer to an ArticleArticle of, a Section or Clause Subsection of, or an Exhibit or Schedule to, this Agreement; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; and (jx) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before the date of this Agreement or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States DollarsAgreement but before the Closing Date.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “"or” " is not exclusive and “"include,” “" "includes” " and “"including” " are not limiting; (b) “"hereof,” “" "hereto,” “" "hereby,” “" "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; (c) “"date hereof” " refers to the date of this Agreement; (d) “"extent” " in the phrase “"to the extent” " means the degree to which a subject or other thing extends, and such phrase does not mean simply “"if”"; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “"Article,” “" "Section,” “" "Clause,” “" "Exhibit” " or “"Schedule” " refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.. Section 9.4

Descriptive Headings; Certain Interpretations. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. The table descriptive headings of contents the several Articles and headings contained in Sections of this Agreement and the Schedules to this Agreement and the Table of Contents to this Agreement are inserted for reference purposes only convenience only, do not constitute a part of this Agreement and shall not control or affect in any way the meaning or construction interpretation of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (ai) “or” is not exclusive and “include,” “includes” and “including” are not limitinglimiting and shall be deemed to be followed by the words “without limitation”; (bii) “hereof,” ”, “hereto,” “hereby,” “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; (ciii) “date hereof” refers to the date of this Agreement; (div) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (ev) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (fvi) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (gvii) references to a Person are also to its permitted successors and assigns; (hviii) references to an “Article,” “Section,” “ClauseSubsection,” “Exhibit” or “Schedule” refer to an ArticleArticle of, a Section or Clause Subsection of, or an Exhibit or Schedule to, this AgreementAgreement unless otherwise expressly specified; (iix) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; , (jx) any reference to a day or to a date shall be to a calendar day and to such day or date in the Eastern time zone of the United States, (xi) “will” shall have the same meaning and effect as the word “shall” and (xii) references to a Law include any amendment or modification documentation “made available” to such Law and any rules or regulations issued thereunderPurchaser shall mean that the documentation was, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after prior to the date hereof, contained in that certain virtual data room maintained by Seller through Gray, Gray & Gray, LLP to which Purchaser’s representatives had access or was delivered to representatives of this Agreement; and (k) references to monetary amounts shall be denominated Purchaser involved in United States Dollarsthe negotiation of the Acquisition in hard copy or email form.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “"or” " is not exclusive and “"include,” “" "includes” " and “"including” " are not limiting; (b) “"hereof,” “" "hereto,” “" "hereby,” “" "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; (c) “"date hereof” " refers to the date of this Agreement; (d) “"extent” " in the phrase “"to the extent” " means the degree to which a subject or other thing extends, and such phrase does not mean simply “"if”"; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendicesschedules, schedules appendices or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “"Article,” “" "Section,” “" "Clause,” “" "Exhibit” " or “"Schedule” " refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be are denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “”or” is not exclusive and “include,” “includes” and “including” are not limiting; (b) “”hereof,” “hereto,” “hereby,” “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; (c) “date hereof” refers to the date of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “Article,” “Section,” “Clause,” “Exhibit” or “Schedule” refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) references to monetary amounts shall be denominated in United States Dollars.

Descriptive Headings; Certain Interpretations. The table of contents and headings contained in this Agreement are for reference purposes only and shall not control or affect the meaning or construction of this Agreement. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “or” is not exclusive and “include,” “includes” and “including” are not limiting; (b) “hereof,” “hereto,” “hereby,” “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; (c) “date hereof” refers to the date of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) references to an agreement or instrument mean such agreement or instrument as from time to time amended, modified or supplemented, and all exhibits, appendices, schedules or other attachments thereto; (g) references to a Person are also to its permitted successors and assigns; (h) references to an “Article,” “Section,” “Clause,” “Exhibit” or “Schedule” refer to an Article, Section or Clause of, or an Exhibit or Schedule to, this Agreement; (i) words importing the masculine gender include the feminine or neuter and, in each case, vice versa; (j) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules or regulations occurs, before or after the date of this Agreement; and (k) except with respect to the Shareholders’ initial Capital Contributions, references to monetary amounts shall be denominated in United States Dollars.