Common use of Interpretation and Usage Clause in Contracts

Interpretation and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; thereof (e) reference to any Legal Requirement means such Legal Requirement legal requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” ”, “hereof,” ”, “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation;”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuterneutral, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless (a) Unless there is a clear contrary intention appearsintention: (ai) a reference made to an article, section, appendix, addendum, exhibit or schedule means a reference to an article, section, appendix, annex, addendum, exhibit or schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument instrument, including all appendices, annexes, addenda, exhibits, schedules thereto, as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and ; (vii) “or” is used in the inclusive sense of “and/or”; (viii) “it” or “its” in reference to a Person will be deemed to include individual natural Persons; (ix) references to a “party” or “parties” means Buyer, Seller or Parent, or all of them as the context requires; and (x) the terms “writing,” “written” and words of similar import will be followed deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 12.6). (b) The Seller Disclosure Schedules are divided into sections which correspond to the sections of this Agreement. The disclosure of an item in any schedule of the Seller Disclosure Schedules shall be deemed to qualify both (i) the representations and warranties, if any, contained in the section or subsection of this Agreement to which it corresponds in number to such schedule and (ii) any other representation and warranty of Seller or Parent in this Agreement to the extent that it is readily apparent on its face from a reading of such disclosure item that it would also qualify or apply to such other representation and warranty. Neither the specification (directly or indirectly by reference to a defined term in this Agreement) of any dollar amount in the representations and warranties set forth in Article 4, nor the inclusion of any items in any schedule of the Seller Disclosure Schedules shall be deemed to constitute an admission by the words “without limitation”; parties, or otherwise imply or create any presumption, that any such amount or such items so included are material for the purposes of this Agreement, or constitute an admission by the parties that such item meets any or all of the criteria set forth in this Agreement for inclusion in such schedule of the Seller Disclosure Schedules or any other schedule of the Seller Disclosure Schedules. The Seller Disclosure Schedules and the disclosures and information contained therein shall not be deemed to broaden in any way the scope or effect of any of the representations or warranties of Seller or Parent under this Agreement. The information provided in the Seller Disclosure Schedules is being provided solely for the purpose of making disclosures to Buyer under this Agreement. In disclosing this information, neither Seller nor Parent waive, and expressly reserve any and all rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. Nothing disclosed in any schedule of the Seller Disclosure Schedules constitutes an admission of Liability of either Seller or Parent or is an admission against the interest of either Seller or Parent, in each case with respect to any Third Party. (hc) Section All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP. (d) The table of contents and the headings of the sections and subsections of this Agreement are provided inserted for convenience of reference the parties only and will not affect constitute a part hereof. (e) The parties have participated jointly in the construction negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination provisions of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; thereof (e) reference to any and use of the term Legal Requirement means such law, regulation, administrative rule or other requirement established by a governmental authority with jurisdiction over or otherwise affecting and binding on the Seller, the Buyer (the Purchaser), the Business, the Property and/or the Assets, as any such Legal Requirement as has been amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” ”, “hereof,” ”, “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments theretoamendments.

Interpretation and Usage. In this Agreement, unless (a) Unless there is a clear contrary intention appearsintention: (ai) a reference made to an article, section, appendix, addendum, exhibit or schedule means a reference to an article, section, appendix, annex, addendum, exhibit or schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument instrument, including all appendices, annexes, addenda, exhibits, schedules thereto, as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to timetime (except as used in ARTICLE 4, ARTICLE 5 or ARTICLE 6, in which case any changes post-Closing shall be disregarded), including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and ; (vii) “or” is used in the inclusive sense of “and/or”; (viii) “it” or “its” in reference to a Person will be deemed to include individual natural Persons; and (ix) the terms “writing,” “written” and words of similar import will be followed deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 12.6). (b) The Seller Disclosure Schedule is divided into sections which correspond to the sections of this Agreement. The sections of the Seller Disclosure Schedule relate only to the representations and warranties in the sections of this Agreement to which they correspond and not to any other representation or warranty in this Agreement, except to the extent that (i) a section of the Seller Disclosure Schedule expressly refers to another section thereof by specific cross reference or (ii) it is reasonably apparent from the words text of a particular disclosure that the disclosure also applies to another representation or warranty. The Seller Disclosure Schedule shall not vary, change or alter the literal meaning of the representations and warranties of ARTICLE 4 or ARTICLE 5 hereof, other than creating exceptions thereto or listing applicable items, in each case which are responsive to the language of the warranties and representations contained in this Agreement. (c) The term “without limitation”; to its knowledge” or similar statements means, with respect to any individual natural Person, the knowledge of that individual, and with respect to any other Person, the knowledge of any one or more members of senior management of that Person (hand in the case of Seller, any of Xxx Xxxxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx and/or either of the Major Shareholders), and includes in each case both the actual knowledge of such Person and the knowledge such Person would reasonably be expected to obtain in the course of a reasonable inquiry into the matter. (d) Section The table of contents and the headings of the sections and subsections of this Agreement are provided inserted for convenience of reference the parties only and will not affect constitute a part hereof. (e) The parties have participated jointly in the construction negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision hereof; provisions of this Agreement. (if) For any references reference in ARTICLE 4 or ARTICLE 5 or the Seller Disclosure Schedule to a document or information being “Section”, “Scheduleprovided” or “Exhibitdelivered” followed by a number to Buyer, the document or letter information will be conclusively established as having been “provided” or combination of the two refers “delivered” to Buyer if posted to the corresponding Section, Schedule or Exhibit of or to this Agreement; Data Room at least three (j3) with respect Business Days prior to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments theretodate hereof.

Interpretation and Usage. In this Agreement, unless (a) Unless there is a clear contrary intention appearsintention: (ai) a reference made to an article, section, appendix, addendum, exhibit or schedule means a reference to an article, section, appendix, annex, addendum, exhibit or schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument instrument, including all appendices, annexes, addenda, exhibits, schedules thereto, as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and ; (vii) “or” is used in the inclusive sense of “and/or”; (viii) “it” or “its” in reference to a Person will be deemed to include individual natural Persons; and (ix) the terms “writing,” “written” and words of similar import will be followed by deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the words “without limitation”; requirements of Section 11.6). (hb) Section All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP, except as otherwise stated herein. (c) The table of contents and the headings of the sections and subsections of this Agreement are provided inserted for convenience of reference the parties only and will not affect constitute a part hereof. (d) The parties have participated jointly in the construction negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination provisions of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. (a) In this Agreement, unless there is a clear contrary intention appearsintention: (ai) when a reference is made to an article, a section, an exhibit or a schedule, that reference is to an article, a section, an exhibit or a schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (kvii) references to documentsagreements, documents or instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (viii) the terms “writing,” “written” and words of similar import will be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 7.5). (b) All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP. The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience of the parties only and will not constitute a part hereof. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Interpretation and Usage. (a) In this Agreement, unless there is a clear contrary intention appearsintention: (ai) when a reference is made to an article, a section, an exhibit or a schedule, that reference is to an article, a section, an exhibit or a schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (kvii) references to documentsagreements, documents or instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (viii) the terms “writing,” “written” and words of similar import will be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 11.7). (b) All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP. The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience of the parties only and will not constitute a part hereof. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (c) The representations and warranties in this Agreement are the product of negotiations among the parties and are for the benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may not be intended as a statement of fact but may instead represent an allocation among the parties of the risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, Persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or any other date.

Interpretation and Usage. In this AgreementOption, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this AgreementOption, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement Option as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this AgreementOption; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. (a) In this Agreement, unless there is a clear contrary intention appearsintention: (ai) when a reference is made to an article, a section, an exhibit or a schedule, that reference is to an article, a section, an exhibit or a schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (kvii) references to documentsagreements, documents or instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; (viii) the terms “writing,” “written” and words of similar import will be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 12.8); (ix) the terms “provided” or “made available” to XXXX III or XXXX III OP mean that the Sponsors physically delivered to DLA Piper LLP (US) (“DLA”), as counsel to the Special Committee, the relevant document or information or that they granted DLA access to the applicable document or information on the AHI’s Citrix ShareFile site established in connection with the transactions contemplated hereby (the “Data Room”), in each case at least one Business Day prior to the date hereof (unless a provision of this Agreement expressly specifies an earlier date, in which case such earlier date will apply); (x) the phrase “transactions contemplated hereby,” (A) when used in reference to XXXX III or XXXX III OP shall not include the entry into, or consummation of the transactions contemplated by, the Merger Agreement, but (B) when used in reference to the Sponsors or their Affiliates, shall include the entry into, and consummation of the transactions contemplated by, the Merger Agreement; (xi) the phrase “each Sponsor will cause its respective Sponsor Contributor Entities” means that AHI will cause the AHI Contributors, and Xxxxxxx Capital will cause the Xxxxxxx Contributor, to undertake the required action(s); and (xii) the phrase “successor in interest,” when used in reference to XXXX III herein or in any Ancillary Document, shall include XXXX IV. (b) All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP consistently applied with past practice. The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience of the parties only and will not constitute a part hereof. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. (c) The representations and warranties in this Agreement are the product of negotiations among the parties and are for the benefit of only the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may not be intended as a statement of fact but may instead represent an allocation among the parties of the risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, Third Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or any other date.

Interpretation and Usage. In this Agreement, unless (a) Unless there is a clear contrary intention appearsintention: (ai) a reference made to an article, section, appendix, addendum, exhibit or schedule means a reference to an article, section, appendix, annex, addendum, exhibit or schedule of or to this Agreement; (ii) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (diii) reference to any agreement, document or instrument means such that agreement, document or instrument instrument, including all appendices, annexes, addenda, exhibits, schedules thereto, as amended or modified and in effect from time to time in accordance with the terms thereof; (eiv) reference to any Legal Requirement Law means such Legal Requirement that Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that section or provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such that section or other provision; (fv) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (gvi) “including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and ; (vii) “or” is used in the inclusive sense of “and/or”; (viii) “it” or “its” in reference to a Person will be deemed to include individual natural Persons; (ix) references to a “party” or “parties” means Buyer, Seller or Parent, or all of them as the context requires; and (x) the terms “writing,” “written” and words of similar import will be followed deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form (except that notices given under this Agreement must comply with the requirements of Section 12.6). (b) The Seller Disclosure Schedules are divided into sections which correspond to the sections of this Agreement. The disclosure of an item in any schedule of the Seller Disclosure Schedules shall be deemed to qualify both (i) the representations and warranties, if any, contained in the section or subsection of this Agreement to which it corresponds in number to such schedule and (ii) any other representation and warranty of Seller or Parent in this Agreement to the extent that it is readily apparent on its face from a reading of such disclosure item that it would also qualify or apply to such other representation and warranty. Neither the specification (directly or indirectly by reference to a defined term in this Agreement) of any dollar amount in the representations and warranties set forth in Article 4, nor the inclusion of any items in any schedule of the Seller Disclosure Schedules shall be deemed to constitute an admission by the words “without limitation”; parties, or otherwise imply or create any presumption, that any such amount or such items so included are material for the purposes of this Agreement, or constitute an admission by the parties that such item meets any or all of the criteria set forth in this Agreement for inclusion in such schedule of the Seller Disclosure Schedules or any other schedule of the Seller Disclosure Schedules. The Seller Disclosure Schedules and the disclosures and information contained therein shall not be deemed to broaden in any way the scope or effect of any of the representations or warranties of Seller or Parent under this Agreement. The information provided in the Seller Disclosure Schedules is being provided solely for the purpose of making disclosures to Buyer under this Agreement. In disclosing this information, neither Seller nor Parent waive, and expressly reserve any and all rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. Nothing disclosed in any schedule of the Seller Disclosure Schedules constitutes an admission of Liability of either Seller or Parent or is an admission against the interest of either Seller or Parent, in each case with respect to any Third Party. 57 (hc) Section All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP. (d) The table of contents and the headings of the sections and subsections of this Agreement are provided inserted for convenience of reference the parties only and will not affect constitute a part hereof. (e) The parties have participated jointly in the construction negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination provisions of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Interpretation and Usage. In this Agreement, unless there is a clear contrary intention appearsintention: (a) when a reference is made to an article, a section, an exhibit or a schedule, such reference is to an article, a section, an exhibit or a schedule of or to this Agreement; (b) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (ed) reference to any Legal Requirement Law means such Legal Requirement Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement Law means that provision of such Legal Requirement Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereundere)“hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section article, section or other provision hereof or any Exhibit or Schedule attached heretoof this Agreement; (g) “includingf)“including” (and with correlative meaning “include” and “includes”) means including, including without limiting the generality of any description preceding such term, and will be deemed to be followed by ; (g)“or” is used in the words inclusive sense of “without limitationand/or”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”agreements, “Schedule” documents or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; (i) a statement that documents have been “made available” to Parent means that the documents were either delivered to Parent or posted on the Xxxxxxx Corporation data site established by the Company in connection with the Merger; and (j) the disclosure of any matter in the Company Disclosure Schedules will not be construed (from the perspective of either the Company or Parent) as (1) indicating that such matter is required to be disclosed therein, as some matters disclosed in the Company Disclosure Schedules are provided for informational purposes only (provided that all matters required to be disclosed by the express terms of the Agreement are disclosed herein), or (2) an admission or determination that such matter is “material” with respect to the Company, has or would reasonably be expected to have a Company Material Adverse Effect, or arose other than in the Ordinary Course of Business. All accounting terms used in this Agreement will be interpreted and all accounting determinations will be made in accordance with GAAP. The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience of the parties only and will not constitute a part hereof. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.