Common use of Exhibits and Schedules; Interpretation Clause in Contracts

Exhibits and Schedules; Interpretation. All Schedules and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Services Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Annex but not otherwise defined therein, shall have the meaning as defined in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereof, the terms "include" and "including" shall be deemed followed by the words "without limitation" unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Services Agreement shall refer to this Services Agreement as a whole and not to any particular provision of this Services Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require the Party of which such Non-Party Entity is a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as the case may be.

Exhibits and Schedules; Interpretation. (a) When a reference is made in this Agreement to a Section, subsection, Appendix, Exhibit or Schedule (including the Schedules included in Article IV, (collectively, the “Disclosure Schedule”)), such reference shall be to a Section, subsection, Appendix, Exhibit or Schedule (including the Disclosure Schedule) of this Agreement unless otherwise indicated. The headings contained in this Agreement, in any Schedules (including the Disclosure Schedule) and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Appendices, Exhibits and Schedules and Annexes (including the Disclosure Schedules) annexed hereto or referred to herein are hereby incorporated in and made a part of this Services Agreement as if set forth in full herein. Any capitalized terms term used in any Appendix, Exhibit or Schedule or Annex but (including the Disclosure Schedule) and not otherwise defined therein, shall have the meaning as defined given to such term in this Services Agreement. When The Disclosure Schedule is arranged in sections and subsections corresponding to the sections and subsections of Article IV. The disclosures in any section or subsection of the Disclosure Schedule shall qualify all other sections and subsections in Article IV to the extent it is reasonably apparent from a reference reading of the disclosure that such disclosure is made applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Company, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect or is outside the ordinary course of business. (b) Unless the context clearly requires otherwise, whenever the words “include”, “includes”, “including”, “such as” or terms of similar meaning are used in this Services Agreement to an Articleagreement, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereof, the terms "include" and "including" they shall be deemed to be followed by the words "“without limitation" unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. .” The words "“hereof"”, "“herein" ”, “hereby” and "“hereunder" ” and words terms of similar import meaning when used in this Services Agreement shall refer to this Services Agreement as a whole and not to any particular provision of this Services Agreement. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The phrase “ordinary course of business” shall mean the ordinary course of business of the Company, consistent with past practice. The definitions contained in this Agreement are applicable to the singular as well as to the plural forms of such terms. Any agreement, agreement or instrument or statute defined or referred to herein or in any means such agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person Person are also to its permitted successors and assigns and, in the case assigns. Pronouns of an individual, one gender shall include all genders. All accounting conventions shall be consistent with GAAP unless otherwise specified. All references to his “Dollars” or her heirs and estate, as applicable“$” shall be to U.S. Dollars unless otherwise specified. Unless expressly stated All references to the contrary “Buyer” in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import Agreement shall all be references to the Distribution Date, regardless of mean each Buyer or any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require the Party of which such Non-Party Entity is a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such actionBuyer, as the case may becontext implies.

Exhibits and Schedules; Interpretation. The headings contained in this Agreement or in any exhibit or schedule hereto and in the table of contents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter set forth in any provision, subprovision, section or subsection of any schedule shall be deemed set forth in such other provisions of the schedules to the extent the applicability thereto is reasonably apparent for all purposes of the schedules. All Schedules exhibits and Annexes schedules annexed hereto or referred to herein this Agreement are hereby incorporated in herein and made a part of this Services Agreement as if set forth in full herein. Any Each capitalized terms term used in any Schedule schedule or Annex exhibit but not otherwise defined therein, shall have has the meaning as defined specified in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereofhereunder, (a) definitions of terms shall apply equally to the singular and plural forms of the terms "defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the terms “include" ”, “includes” and "“including" ” shall be deemed followed by the words "“without limitation" unless ”, (d) the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural words “hereof”, “herein” and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "“hereunder" ” and words of similar import when used in this Services Agreement shall refer to this Services Agreement as a whole and not to any particular provision of this Services Agreementand (e) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if”. Any agreement, instrument or statute defined or referred reference to herein or an “applicable Closing” in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require be a reference to the Party Initial Closing; provided that if the Foreign Country Unit (or the Acquired Assets, Assumed Liabilities, Shares or Covered Employees relating thereto) which is the subject of such provision shall not have been transferred to Purchaser at or prior to the Initial Closing, such reference shall be deemed to refer to the applicable Foreign Country Unit Closing with respect to such Foreign Country Unit. Any reference to an “applicable Closing Date” in any provision shall be deemed to be a reference to the date of the applicable Closing. Any reference to any date or time with respect to any Country Unit shall be a reference to the local time at the contemplated place of the Closing with respect to such Country Unit. In the event of any conflict between this Agreement and any Foreign Transfer Agreement, the terms of this Agreement shall control. The parties have participated jointly in the negotiating and drafting of this Agreement. If an ambiguity or a 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 provision. This Agreement is in the English language only, which such Non-Party Entity is shall be controlling in all respects. No translation, if any, of this Agreement into any other language shall be of any force or effect in the interpretation of this Agreement or in a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as determination of the case may beintent of any party.

Exhibits and Schedules; Interpretation. (a) The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter set forth on any Schedule shall be deemed set forth on each other applicable Schedule to the extent that it is reasonably clear from a reading of such disclosure that the disclosure is applicable to such other Schedule. The inclusion of any information (including dollar amounts) in any Schedule shall not be deemed to be an admission or acknowledgment by the Company Group or the Sellers that such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company Group. In addition, matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, the Schedules, and Exhibits is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of Law or breach of contract). Any cost estimates, projections or other forward-looking statements contained or referred to in this Agreement or in the Schedules and Exhibits hereto or in any materials that have been provided to Buyer by the Company Group or the Sellers are not and shall not be deemed to be representations or warranties of the Company Group or the Sellers, unless included or identified in the representations and warranties in Sections V or VI of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Article, Section, clause, Schedule or Exhibit shall be to the Articles, Sections and clauses of, and Schedules and Exhibits to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Schedules and Annexes annexed hereto or referred to herein Exhibits are hereby incorporated in and made a part of this Services Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Annex but not otherwise defined therein, shall have the meaning as defined in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereof, the terms "include" and "including" shall be deemed followed by the words "without limitation" unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "hereunder" and words of similar import when Wherever used in this Services Agreement, “knowledge” of the Company Group shall mean the actual knowledge, after due inquiry, of the Designated Employees, and “knowledge” of the Buyer shall mean the actual knowledge, after due inquiry of Xxxxxx Flyer, Xxxxx Xxxxxxxxx and Xxxxxx Xx Xxxxx. Any references in this Agreement to the date upon which a Return is due shall be interpreted so as to take into account any valid extensions. (b) The provisions of this Agreement shall refer be construed according to this Services Agreement as a whole their fair meaning and not neither for nor against any party hereto irrespective of which party caused such provisions to any particular provision be drafted. Each of the parties acknowledge that it has been represented by an attorney in connection with the preparation, negotiation and execution of this Services Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in Agreement and the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require the Party of which such Non-Party Entity is a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as the case may beRelated Documents.

Exhibits and Schedules; Interpretation. (a) The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter set forth on any Schedule shall be deemed set forth on each other applicable Schedule to the extent that it is Table of Contents reasonably clear from a reading of such disclosure that the disclosure is applicable to such other Schedule. The inclusion of any information (including dollar amounts) in any Schedule shall not be deemed to be an admission or acknowledgment by the Company Group or the Sellers that such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company Group. In addition, matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, the Schedules, and Exhibits is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of Law or breach of contract). Any cost estimates, projections or other forward-looking statements contained or referred to in this Agreement or in the Schedules and Exhibits hereto or in any materials that have been provided to Buyer by the Company Group or the Sellers are not and shall not be deemed to be representations or warranties of the Company Group or the Sellers, unless included or identified in the representations and warranties in Sections V or VI of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Article, Section, clause, Schedule or Exhibit shall be to the Articles, Sections and clauses of, and Schedules and Exhibits to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Schedules and Annexes annexed hereto or referred to herein Exhibits are hereby incorporated in and made a part of this Services Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Annex but not otherwise defined therein, shall have the meaning as defined in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereof, the terms "include" and "including" shall be deemed followed by the words "without limitation" unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "hereunder" and words of similar import when Wherever used in this Services Agreement, “knowledge” of the Company Group shall mean the actual knowledge, after due inquiry, of the Designated Employees, and “knowledge” of the Buyer shall mean the actual knowledge, after due inquiry of Xxxxxx Flyer, Xxxxx Xxxxxxxxx and Xxxxxx Xx Xxxxx. Any references in this Agreement to the date upon which a Return is due shall be interpreted so as to take into account any valid extensions. (b) The provisions of this Agreement shall refer be construed according to this Services Agreement as a whole their fair meaning and not neither for nor against any party hereto irrespective of which party caused such provisions to any particular provision be drafted. Each of the parties acknowledge that it has been represented by an attorney in connection with the preparation, negotiation and execution of this Services Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in Agreement and the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require the Party of which such Non-Party Entity is a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as the case may beRelated Documents.