Common use of Interpretation; Absence of Presumption Clause in Contracts

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions and (vi) terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Stock Purchase Agreement.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i1) 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; , (ii2) the terms “hereof,” ”, “herein,” ”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules schedules and Exhibitsannexes hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit Schedule, and Schedule Annex references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Annexes to this Agreement unless otherwise specified; , (iii3) the word “including” and words of similar import when used in this Agreement shall mean “including, including without limitation,” unless the context otherwise requires or unless otherwise specified; and , (iv4) the word “or” shall not be exclusive, and (5) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraphsubsection, paragraph and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, subsections and Schedules paragraphs of and Exhibits to this Agreement unless otherwise specified; (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and (iv) provisions shall apply, when appropriate, to successive events and transactions; and (v) all references to any period of days shall be deemed to be to the word “or” shall not be exclusiverelevant number of calendar days.

Interpretation; Absence of Presumption. (a) For the purposes -------------------------------------- hereof: , (i) 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; , (ii) the terms “"hereof,” “' "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “means "including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days.

Interpretation; Absence of Presumption. (ai) For the purposes hereof: , (iA) 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; (iiB) the terms “hereof,” “herein,” “hereto” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit Section and Schedule paragraph references are to the Articles, Sections, paragraphs, Exhibits, Sections and Schedules paragraphs to this Agreement unless otherwise specified; (iiiC) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (ivD) the word “or” shall not be exclusive; and (E) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule and Exhibit references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement unless otherwise specified; , (iiiiv) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (ivv) the word “"or” " shall not be exclusive, and (vi) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the -------------------------------------- purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “, "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, Section and paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Sections and Schedules paragraphs to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof, unless the context requires otherwise: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit recital and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to recitals of this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.; (v) the terms “Dollars” and “

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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 requiresversa; (ii) the terms “hereof,” “herein,” “hereunder”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto and the Disclosure Letter) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement or the Disclosure Letter unless otherwise specified; (iii) references to a “party” or “parties” shall mean Buyer or Parent, or both of them as the context requires; (iv) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (ivv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; versa, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits and Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraphExhibit, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) except where the context otherwise requires, references to a “party” or “parties” shall mean Buyer, Amedica, or US Spine, or any combination of them as the context requires, (iv) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; specified and (ivv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i1) 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; , (ii2) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii3) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv4) the word “"or” " shall not be exclusive, and (5) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” ”, “herein,” ”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Escrow Agreement as a whole (including all of the Schedules and ExhibitsSchedules) and not to any particular provision of this Escrow Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Escrow Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Escrow Agreement shall mean “including, without limitation,” ”, unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” unless the context otherwise requires or " unless otherwise specified; , and (iv) the word “"or” " shall not be exclusive, but shall be interpreted as "and/or."

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules schedules and Exhibitsexhibits) and not to any particular provision of this Agreement, and Articlearticle, Sectionsection, paragraph, Exhibit exhibit and Schedule schedule references are to the Articlesarticles, Sectionssections, paragraphs, Exhibitsexhibits, and Schedules schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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 genders as the context requires; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, paragraph and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits and Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.109

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Articlearticle, Sectionsection, paragraph, Exhibit exhibit and Schedule schedule references are to the Articlesarticles, Sectionssections, paragraphs, Exhibitsexhibits, and Schedules schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” ’’ shall not be exclusive; and (v) unless the context otherwise requires, any reference to “the parties hereto” or “the parties to this Agreement” shall mean MSG Member, on the one hand, and Azoff Member, on the other hand.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” unless the context otherwise requires or " unless otherwise specified; , and (iv) the word “"or” " shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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 genders as the context requires; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” unless the context otherwise requires or " unless otherwise specified; and , (iv) the word “"or” " shall not be exclusiveexclusive and (v) provisions shall apply, when appropriate, to successive events and transactions. [The balance of this page has been intentionally left blank.]

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i1) 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; , (ii2) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii3) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.word

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to this Agreement unless otherwise specified; , (iii) the word “including” and words of similar import when used in this Agreement shall mean means “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and , (iv) the word “or” shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) all references to any period of days (other than to “business days”) shall be deemed to be to the relevant number of calendar days.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive; and (v) unless the context otherwise requires, any reference to “the parties hereto” or “the parties to this Agreement” shall mean Cablevision Member, on the one hand, and Tribune Member, on the other hand.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “', "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.and

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless the context otherwise statedrequires, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are shall be deemed to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” unless the context otherwise requires or " unless otherwise specified; and , (iv) Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the word “or” meaning or interpretation of this Agreement, and (v) provisions shall not be exclusiveapply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive., (v) provisions shall apply, when appropriate,

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days.

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.;

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; , (ii) the terms “"hereof,” “", "herein,” and “", "herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, paragraph and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the use of the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive., (v) provisions shall apply, when appropriate, to successive events and transactions, (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days, (vii) "

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, paragraph and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules Exhibit to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. 11.9.1 For purposes of this Agreement, (a) For the purposes hereof: (i) 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 genders as the context requires; , (iib) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to this Agreement unless otherwise specified; (iii) , the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) , the word “or” shall not be exclusiveexclusive and provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof, unless the context requires otherwise: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules Schedules, Exhibits and Exhibitsthe Company Disclosure Letter) and not to any particular provision of this Agreement, and Article, Section, paragraph, recital, Exhibit and Schedule references are to the Articles, Sections, paragraphs, recitals, Exhibits, and Schedules to of this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.; (v) the terms “Dollars” and “

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “" "herein,” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “means "including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive.not

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; versa, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) except where the context otherwise requires, references to a “party” or “parties” shall mean Purchaser or Seller, or all of them as the context requires, (iv) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; specified and (ivv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (ai) For the purposes hereof: , (iA) 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; (iiB) the terms “hereof,” “herein,” “hereto” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit Schedule and Schedule paragraph references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules paragraphs to this Agreement unless otherwise specified; (iiiC) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires all Schedules annexed hereto or unless otherwise specified; and (iv) the word “or” shall not be exclusive.referred to herein are hereby

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitsexhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibitsexhibits, and Schedules to this Agreement unless otherwise specified; , (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and , (iv) the word “or” shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, Section and paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Sections and Schedules paragraphs to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.

Interpretation; Absence of Presumption. (a1) For the purposes hereof: , (i1) 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; (ii2) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules schedules and Exhibitsannexes hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule clause references are to the Articles, Sections, paragraphs, Exhibits, and Schedules clauses to this Agreement unless otherwise specified; (iii3) the word “including” and words of similar import when used in this Agreement shall mean “including, including without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv4) the word “or” shall not be exclusive; (5) provisions shall apply, when appropriate, to successive events and Transaction; (6) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (7) the “$” sign shall each mean the lawful currency of the United States of America.

Interpretation; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) 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; versa, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) except where the context otherwise requires, references to a “party” or “parties” shall mean Hearst or MNG, or both of them as the context requires, (iv) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; , and (ivv) the word “or” shall not be exclusive.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (iI) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days.

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “", "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.similar

Interpretation; Absence of Presumption. (a) For the purposes hereof: (i) 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; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall not be exclusive.)

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) 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; , (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise otherwise, stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibitshereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; , (iii) the word “including” and words of similar import when used in this Agreement shall mean means “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and , (iv) the word “or” shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) all reference, to any period of days shall be deemed to be to the relevant number of calendar days.

Interpretation; Absence of Presumption. (a) For the -------------------------------------- purposes hereof: , (i) 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; , (ii) the terms “"hereof,” “, "herein,” ", and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, Section and paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Sections and Schedules paragraphs to this Agreement unless otherwise specified; , (iii) the word “"including” " and words of similar import when used in this Agreement shall mean “"including, without limitation,” " unless the context otherwise requires or unless otherwise specified; and , (iv) the word “"or” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions.