Common use of Entire Agreement; Interpretation Clause in Contracts

Entire Agreement; Interpretation. (a) With respect to the subject matter hereof, (i) this Agreement, including any Schedules, Exhibits, Appendices and documents expressly incorporated by reference herein and the other documents delivered pursuant hereto and thereto (including the Collateral Trust Agreement and the FLAS Administrative Services Agreement), constitutes the entire agreement between the Parties with respect to the subject matter hereof and (ii) supersedes all prior agreements, understandings, representations and warranties, written or oral, with respect thereto. Any change to or modification of this Agreement will be made by written amendment to this Agreement, signed by the Parties. (b) This Agreement is between sophisticated parties, each of which has reviewed this Agreement and is fully knowledgeable about its terms and conditions. The Parties therefore agree that this Agreement shall be construed without regard to the authorship of the language and without any presumption or rule of construction in favor of either of them. (c) The table of contents, articles, titles, captions and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The Schedules, Exhibits and Appendices referred to herein are to be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. All references herein to Articles, Sections, Exhibits, Schedules and Appendices shall be construed to refer to Articles and Sections of, and Exhibits, Schedules and Appendices to, this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. Unless the context otherwise requires, the word “Agreement” means this Agreement, together with all Exhibits, Schedules and Appendices attached hereto or incorporated by reference, and the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine genders of such term. Any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein. Any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, includes any rules and regulations promulgated under the statute), and references to any section of any statute or regulation include any successor to such section. References to a Person are also to its successors and permitted assigns. Any agreement referred to herein includes reference to all Exhibits, Schedules and other documents or agreements attached thereto.

Entire Agreement; Interpretation. (a) With respect to the subject matter hereof, (i) this Agreement, including any Schedules, Exhibits, Appendices and documents expressly incorporated by reference herein and the other documents delivered pursuant hereto and thereto (including the Collateral Trust This Agreement and the FLAS Administrative Services Agreement), constitutes Ancillary Documents constitute the entire agreement between the Parties with respect parties and shall be binding upon and inure to the subject matter hereof and (ii) supersedes all prior agreements, understandings, representations and warranties, written or oral, with respect thereto. Any change to or modification of this Agreement will be made by written amendment to this Agreement, signed by the Parties. (b) This Agreement is between sophisticated parties, each of which has reviewed this Agreement and is fully knowledgeable about its terms and conditions. The Parties therefore agree that this Agreement shall be construed without regard to the authorship benefit of the language parties hereto and without any presumption or rule of construction in favor of either of them. (c) The table of contentstheir respective legal representatives, articlessuccessors and permitted assigns. Articles, titles, captions titles and headings to Sections sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The Schedules, Disclosure Schedules and Exhibits and Appendices referred to herein are to shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. All references herein Any amendments, or alternative or supplementary provisions, to Articles, Sections, Exhibits, Schedules this Agreement must be made in writing and Appendices shall be construed to refer to Articles and Sections of, and Exhibits, Schedules and Appendices to, this Agreementduly executed by an authorized representative or agent of each of the parties hereto. Whenever Neither the words “include”, “includes” specification of any dollar amount in any representation or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. Unless the context otherwise requires, the word “Agreement” means this Agreement, together with all Exhibits, Schedules and Appendices attached hereto or incorporated by reference, and the words “hereof”, “herein” and “hereunder” and words of similar import when used warranty contained in this Agreement refer nor the inclusion of any specific item in the Disclosure Schedules is intended to this Agreement 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 or omission of any such item in its entirety and any dispute or controversy between the parties as to whether any obligation, item or matter not to any particular Article, Section described herein or provision included in the Disclosure Schedules is or is not material for purposes of this Agreement. All terms defined Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement have nor the defined meanings when used 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 the setting forth or the inclusion of any such item or matter in any certificate dispute or other document made controversy between the parties as to whether any obligation, item or delivered pursuant hereto unless otherwise defined thereinmatter not described herein or included in the Disclosure Schedules is or is not in the ordinary course of business for purposes of this Agreement. The definitions Principal Stockholder may once not later than 20 days after the date hereof (or, in the event the Closing shall not have occurred prior to the date set forth in Section 8.2.2, then once per 30 days thereafter) by notice in accordance with the terms of this Agreement, supplement or amend the Disclosure Schedules, in order to add information arising from events after the date hereof. No such supplement or amendment shall be evidence, in and of itself, that the representations and warranties in the Agreement are applicable no longer true and correct in accordance with their terms. It is specifically agreed that the Disclosure Schedules may be so supplemented or amended to the singular add immaterial, as well as material, items thereto. No such supplemental or amended Disclosure Schedules shall be deemed to cure any breach for purposes of Section 4.2. If, however, the plural forms Closing occurs, any such supplement or amendment will be effective to cure and correct for all other purposes any breach of any representation, warranty, covenant or agreement which would have existed if Seller had not made such terms supplement or amendment, and all references to the masculine Disclosure Schedules which are supplemented or amended as well as provided in this Section 9.4 shall for all purposes after the Closing be deemed to be a reference to the feminine genders of such term. Any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument Disclosure Schedules as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein. Any statute or regulation referred to herein means such statute or regulation as amended, modified, so supplemented or replaced from time to time (and, in the case of statutes, includes any rules and regulations promulgated under the statute), and references to any section of any statute or regulation include any successor to such section. References to a Person are also to its successors and permitted assigns. Any agreement referred to herein includes reference to all Exhibits, Schedules and other documents or agreements attached theretoamended.

Entire Agreement; Interpretation. (a) With respect to the subject matter hereof, (i) this Agreement, including any Schedules, Exhibits, Appendices and documents expressly incorporated by reference herein and the other documents delivered pursuant hereto and thereto (including the Collateral Trust This Agreement and the FLAS Administrative Services consideration referenced herein are not part of an incentive or other employment termination or transition program offered to a group or class of employees. This Agreement is a separate agreement between Liberate and Xxxxxx as an individual employee. Xxxxxx understands and agrees that except for the transition benefits specifically set forth above, he waives and releases all rights or claims to any other transition benefits or rights. This Agreement supersedes and terminates the Employee Retention Agreement between the Parties dated March 14, 2003 (and any preceding or similar agreements) between the Parties (the “Employee Retention Agreements”). The Proprietary Information Agreement, the Indemnification Agreement dated November 1, 2000 (the “Indemnification Agreement”), constitutes and the entire Trustee Indemnification Agreement dated November 20, 2002 (the “Trustee Indemnification Agreement”) between the Parties will stay in full force and effect in accordance with their respective terms. This Agreement represents the complete agreement between the Parties with respect related to the its subject matter hereof and (ii) supersedes all prior any other related oral, written, or implied agreements, understandings, representations and warrantiesor representations, written or oral, with respect thereto. Any change provided that nothing shall be construed to or modification of this Agreement will be made by written amendment to this supersede the Proprietary Information Agreement, the Indemnification Agreement, or the Trustee Indemnification Agreement. This Agreement shall in all respects be governed by the laws of the State of California (excluding its conflict of law provisions) and to the extent legally permissible venue in any legal action shall exist exclusively in the United States District Court for the Northern District of California (San Xxxx Division) or the state courts located in San Xxxx as appropriate. This Agreement may be amended only through a written document signed by the Parties. (b) This Agreement . It is between sophisticated parties, each the desire and intent of which has reviewed this Agreement and is fully knowledgeable about its terms and conditions. The the Parties therefore agree that the provisions of this Agreement shall be construed without regard enforced to the authorship fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If a court finds any of the language and without any presumption or rule provisions of construction in favor of either of them. (c) The table of contents, articles, titles, captions and headings to Sections herein are inserted for convenience of reference only and are not intended this Agreement to be a part of invalid or to unenforceable, that determination shall not affect the meaning or interpretation any other provisions of this Agreement. The Schedules, Exhibits and Appendices referred to herein are to be construed with and as an integral part If a court finds any of this Agreement to the same extent as if they were set forth verbatim herein. All references herein to Articles, Sections, Exhibits, Schedules and Appendices shall be construed to refer to Articles and Sections of, and Exhibits, Schedules and Appendices to, this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. Unless the context otherwise requires, the word “Agreement” means this Agreement, together with all Exhibits, Schedules and Appendices attached hereto or incorporated by reference, and the words “hereof”, “herein” and “hereunder” and words of similar import when used provisions in this Agreement refer excessively broad, the Parties intend that such court shall enforce such provisions to this Agreement the maximum extent possible in its entirety and not to any particular Article, Section or provision accord with the expressed intent of this the Agreement. All terms defined in this Agreement have the defined meanings when used in In no event is any certificate or other document remedy made or delivered pursuant hereto unless otherwise defined therein. The definitions in this Agreement are applicable available to the singular as well as the plural forms of such terms and either Party hereunder intended to the masculine as well as to the feminine genders of such term. Any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein. Any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, includes any rules and regulations promulgated under the statute), and references to any section be exclusive of any statute or regulation include any successor to such section. References to a Person are also to its successors and permitted assigns. Any agreement referred to herein includes reference to all Exhibits, Schedules and other documents or agreements attached theretoavailable remedy.

Entire Agreement; Interpretation. (a) With The terms and conditions of this Agreement, including its exhibits and the Ancillary Agreements and the Confidentiality Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof, (i) this Agreementand merge and supersede all prior and contemporaneous agreements, including understandings, negotiations and discussions. Neither of the parties shall be bound by any Schedulesconditions, Exhibitsdefinitions, Appendices and documents expressly incorporated by reference herein and the other documents delivered pursuant hereto and thereto (including the Collateral Trust Agreement and the FLAS Administrative Services Agreement)warranties, constitutes the entire agreement between the Parties understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in this Agreement are for reference purposes only and (ii) supersedes all prior agreements, understandings, representations and warranties, written shall not affect in any way the meaning or oral, with respect thereto. Any change to or modification interpretation of this Agreement will be made Agreement. No oral explanation or oral information by written amendment to this Agreement, signed by the Parties. (b) This Agreement is between sophisticated parties, each of which has reviewed this Agreement and is fully knowledgeable about its terms and conditions. The Parties therefore agree that this Agreement either party hereto shall be construed without regard to the authorship of the language and without any presumption or rule of construction in favor of either of them. (c) The table of contents, articles, titles, captions and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect alter the meaning or interpretation of this Agreement. The Schedules, Exhibits and Appendices referred to herein are to be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. All references herein to Articles, Sections, Exhibits, Schedules and Appendices shall be construed to refer to Articles and Sections of, and Exhibits, Schedules and Appendices to, this Agreement. Whenever the words “include”, terms “includes” or and “including” are used in not limiting. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any purchase order, acknowledgment or other writing not expressly incorporated into this Agreement. Unless a contrary intention appears, they are deemed to be followed by (i) the words “without limitation”. Unless the context otherwise requires, the word “Agreement” means this Agreement, together with all Exhibits, Schedules and Appendices attached hereto or incorporated by reference, and the words “hereofherein”, “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement refer to this Agreement in its entirety as a whole and not to any particular Article, Section or provision of other subdivision, and to any certificates delivered pursuant hereto; and (ii) reference to any Article or Section means such Article or Section hereof unless otherwise indicated. Any accounting terms used in this Agreement. All terms Agreement shall, unless otherwise defined in this Agreement Agreement, have the defined meanings when used in any certificate meaning ascribed thereto by GAAP or other document made or delivered pursuant hereto unless otherwise defined thereinIFRS, as applicable. The definitions in this Agreement are meaning of defined terms shall be equally applicable to the singular as well as the and plural forms of the defined terms, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. Any reference to any federal, state, provincial, territorial, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such terms period will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. Any reference to “days” means calendar days unless Business Days are expressly specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The phrases “delivered” or “made available”, when used in this Agreement, means that the information referred to has been physically or electronically delivered to the masculine as well as to the feminine genders of such term. Any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein. Any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time relevant parties (andincluding, in the case of statutes“made available” to Purchaser, includes any rules material that has been posted, retained and regulations promulgated under thereby made available to Purchaser through the statuteon-line “data room” (virtual or otherwise) established by Seller and/or its Affiliates or Representatives), and references to any section of any statute or regulation include any successor to such section. References to a Person are also to its successors and permitted assigns. Any agreement referred to herein includes reference to all Exhibits, Schedules and other documents or agreements attached theretoThe word “or” shall be non-exclusive.