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”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

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, exhibits 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; (iii) 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 (iv) the word “or”, “any” or “either” shall not be exclusive. References ; (v) references to a Person are also to its successors and permitted assigns assigns; provisions shall apply, when appropriate, to successive events and successors. When calculating the transactions; (vi) all references to any period of time between which, within which or following which any act is days shall be deemed to be done to the relevant number of calendar days unless otherwise specified and (vii) all terms defined herein shall have the defined meanings when used in any certificate or step taken other document made or delivered pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, hereto unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)defined therein.

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”, “any” or “either” shall not be exclusive. References ; (5) provisions shall apply, when appropriate, to a Person are also successive events and Transaction; (6) all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreement, the date that is relevant number of calendar days unless otherwise specified; and (7) the reference date in calculating such period “$”sign shall be excluded (and unless, otherwise required by Law, if each mean the last day lawful currency of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)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 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) except where the context otherwise requires, 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”, “any” or “either” shall not be exclusive. References , (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a Person are also subject or thing extends, and such phrase shall not mean simply “if”, (vii) unless a contrary intent is apparent, any contract, instrument or Legal Requirement defined or referred to its permitted assigns and successors. When calculating the period herein means such contract, instrument or Legal Requirement as from time to time amended, modified or supplemented, including by succession of time between whichcomparable successor Legal Requirement, within which or following which any act is to be done or step taken pursuant to (viii) except as otherwise set forth in this Agreement, any accounting terms shall be given their definition under GAAP, (ix) the phrase “ordinary course of business” shall mean “ordinary course of business consistent with past practice” and (x) any document or information shall be deemed to have been “made available” only if such document or information was posted to the electronic dataroom created for the purpose of aiding in Buyer’s diligence investigation or otherwise delivered to Buyer on or before the date that is prior to the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)hereof.

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, and 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”, “any” or “either” " shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are successive events and transactions, (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days, and (vii) all references to the word "shares" shall be deemed also to its permitted assigns and successors. When calculating refer to fractions of shares, as the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)context requires.

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”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Lawapplicable law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

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, exhibits 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; (iii) 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 (iv) the word “or”, “any” or “either” shall not be exclusive. References ; (v) references to a Person are also to its successors and permitted assigns assigns; provisions shall apply, when appropriate, to successive events and successors. When calculating the transactions; (vi) all references to any period of time between which, within which or following which any act is days shall be deemed to be done to the relevant number of calendar days unless otherwise specified and (vii) all terms defined herein shall have the defined meanings when used in any certificate or step taken other document made or delivered pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, hereto unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)defined therein.

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) all Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein; (D) 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 (ivE) the word “or”, “any” or “either” shall not be exclusive. References ; (F) provisions shall apply, when appropriate, to a Person are also to its permitted assigns successive events and successors. When calculating transactions; (G) “dollar” or “$” means lawful currency of the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)United States.

Interpretation; Absence of Presumption. (a) For 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 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”, “any” or “either” " shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are also successive events and transactions, and (vi) all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day relevant number of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)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 the Disclosure Schedule and all of the other 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) 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”, “any” or “either” " shall not be exclusive. References Items or information may be disclosed in the Disclosure Schedule which the Company is not required to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to disclose under this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day ; disclosure of such period items or information shall not affect (directly or indirectly) the interpretation of this Agreement or the scope of the disclosure AGREEMENT AND PLAN OF MERGER PAGE 49 INDS01 RKIXMILLER 644669v6 obligation under this Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is not a Business Day, the period in question shall end on the next succeeding Business Day)"material" for any purpose.

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 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; , (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”, “any” or “either” " shall not be exclusive. References , (5) provisions shall apply, when appropriate, to a Person are also successive events and transactions, and (6) all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, relevant number of calendar days unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)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 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”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Lawlaw, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

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 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; , (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”, “any” or “either” " shall not be exclusive. References , (5) provisions shall apply, when appropriate, to a Person are also successive events and transactions, and (6) all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, relevant number of calendar days unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)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 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”, “any” or “either” " shall not be exclusive. References , (v) provisions shall apply, when appropriate, to successive events and transactions, and (vi) "knowledge" of a Person are also to its permitted assigns and successors. When calculating party means the period knowledge of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, of the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day individuals of such period is not a Business Dayparty set forth on Schedule 14.10 and any individual reporting directly to any person set forth on Schedule 14.10, the period in question shall end on the next succeeding Business Day)which such individual should reasonably have after due inquiry and investigation.

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”, “any” or “either” shall not be exclusive. References ; (v) unless the context otherwise requires, any reference to a Person are also to its permitted assigns and successors. When calculating “the period of time between which, within which parties hereto” or following which any act is to be done or step taken pursuant “the parties to this Agreement” shall mean Cablevision Parties, on the date one hand, and Tribune Parties, on the other hand, and (vi) the obligations of Cablevision Parties, Newco and Newco Sub under this Agreement, including obligations of the parties that is the reference date in calculating such period are required to be completed at or prior to Closing, shall be excluded (the joint and unlessseveral obligations of each Cablevision Party, otherwise required by Lawand the obligations of Tribune Parties under this Agreement, if including obligations prior to Closing, shall be the last day joint and several obligations of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)each Tribune Party.

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 Annexes, Schedules and ExhibitsExhibits hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, Annex, Exhibit and Schedule references are to the Articles, Sections, paragraphs, ExhibitsAnnexes, 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”, “any” or “either” shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions. References Items or information may be disclosed in the Schedules hereto which Seller is not required to a Person are also to its permitted assigns and successors. When calculating disclose under the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day ; disclosure of such period items or information shall not affect (directly or indirectly) the interpretation of the Agreement or the scope of the disclosure obligation under the Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is not a Business Day, the period in question shall end on the next succeeding Business Day)“material” for any purpose.

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 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; , (iii) 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 , (iv) the word “"knowledge" shall mean actual knowledge of a party's executive officers and all matters and facts of which a party's executive officers should be aware after reasonable inquiry, (v) the word "or”, “any” or “either” " shall not be exclusive. References , (vi) provisions shall apply, when appropriate, to a Person are also successive events and transactions, and (vii) all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, relevant number of calendar days unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)specified.

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 Annex and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Annexes 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”, “any” or “either” " shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are also successive events and transactions, (vi) unless otherwise specified, all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreementthe relevant number of calendar days, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).vii) "dollars," "

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 hereto and Exhibitsthe 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, Exhibits and Schedules to this Agreement or the Disclosure Letter unless otherwise specified; , (iii) except where the context otherwise requires, references to a “party” or “parties” shall mean Purchaser, the Company or Sellers, 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; and specified herein, (ivv) the word “or”, “any” or “either” shall not be exclusive. References , and (vi) all references herein to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which “Dollars” 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).“

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”, “any” or “either” shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are also successive events and transactions, (vi) unless otherwise specified, all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreementthe relevant number of calendar days, the date that is the reference date in calculating such period shall be excluded (and unlessvii) “dollars”, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).“

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 Annex and Schedule references are to the Articles, Sections, paragraphs, Exhibits, Annexes 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”, “any” or “either” shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are also successive events and transactions, (vi) unless otherwise specified, all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreementthe relevant number of calendar days, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).vii) “dollars,” “

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i) "to the knowledge of Standard Owners and the Standard Companies" shall mean the actual knowledge of the persons listed on Schedule 13.9S after reasonable inquiry and "to the actual knowledge of Standard Owners and the Standard Companies" shall mean the same but without any obligation of inquiry and "to the knowledge of APCOA" shall have a correlative meaning as to the persons listed on Schedule 13.9A, (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; , (iiiii) 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”, “any” or “either” " shall not be exclusive. References , and (vi) provisions shall apply, when appropriate, to a Person are also to its permitted assigns successive events and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day)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”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day). Unless otherwise expressly provided herein, any statute or law defined or referred to herein means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes.

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, 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”, “any” or “either” " shall not be exclusive, and (v) provisions shall apply, when appropriate, to successive events and transactions. References Items or information may be disclosed in the Schedules hereto which the Company or the Shareholders are not required to a Person are also to its permitted assigns and successors. When calculating disclose under the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day ; disclosure of such period items or information shall not affect (directly or indirectly) the interpretation of the Agreement or the scope of the disclosure obligation under the Agreement. In addition, inclusion of such information herein shall not be construed as an admission that such information is not a Business Day, the period in question shall end on the next succeeding Business Day)"material" for any purpose.

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 ExhibitsSchedules) 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”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between 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 period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day). Unless otherwise expressly provided herein, any statute or law defined or referred to herein means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes.

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”, “any” or “either” " shall not be exclusive. References , (v) provisions shall apply, when appropriate, to a Person are also successive events and transactions, (vi) unless otherwise specified, all references to its permitted assigns and successors. When calculating the any period of time between which, within which or following which any act is days shall be deemed to be done or step taken pursuant to this Agreementthe relevant number of calendar days, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).vii) "

Interpretation; Absence of Presumption. (a) For the purposes hereof: , (i1) words in the singular shall be held to include the plural and vice versa 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 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; , (iii3) references to the "transactions contemplated hereby" or "transactions contemplated by this Agreement" shall include the transactions contemplated by the Equity Purchase and Plan of Liquidation, (4) 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 , (iv5) the word “"or”, “any” or “either” " shall not be exclusive. References , (6) provisions shall apply, when appropriate, to successive events and transactions, (7) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified and (8) references to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is "business day" shall be deemed to be done or step taken pursuant references to this Agreement, the date any day that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business DaySaturday, Sunday or other day on which the period commercial banks in question shall end on the next succeeding Business Day)New York City are authorized or required by law to remain closed.