Interpretation; Certain Definitions. (a) Any matter set forth in any provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, shall be deemed to be disclosed for each other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, to the extent it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable. No reference to or disclosure of any matter or item in this Agreement or in the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, shall be construed as an admission or indication that such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto or referred to herein, and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, or in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. The descriptive headings of the several Articles and Sections of this Agreement, the Table of Contents to this Agreement and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Articles”, “Sections”, “Exhibits”, “Schedules” or “Annexes” shall be deemed to be references to Articles or Sections hereof or Exhibits, Schedules or Annexes hereto unless otherwise indicated. The terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement. Unless otherwise specified or where the context otherwise requires, (i) wherever used, the word “or” is used in the inclusive sense (and/or), (ii) references to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of reference thereto, and (iv) references to monetary amounts are denominated in United States Dollars. (b) For all purposes hereof:
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Samples: Business Combination Agreement (Osmotica Pharmaceuticals PLC), Business Combination Agreement (Osmotica Pharmaceuticals LTD)
Interpretation; Certain Definitions. (a) Any matter set forth The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Disclosure of any fact, circumstance or information in any provision, subprovision, Section or subsection of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure ScheduleLetter, as applicable, shall be deemed to be disclosed for each disclosure of such fact, circumstance or information with respect to all other provision, subprovision, Section or subsection Sections of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure ScheduleLetter where the applicability of such fact, as applicable, to the extent it circumstance or information is reasonably apparent from apparent. The inclusion of any item in the face Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an admission or evidence of materiality of such disclosure that such disclosure is applicable to such other provisionitem, subprovision, Section or subsection nor shall it establish any standard of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicablemateriality for any purpose whatsoever. No reference disclosure in the Company Disclosure Letter relating to any possible breach or disclosure violation of any matter Contract or item in this Agreement or in the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, Law shall be construed as an admission or indication that any such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto or referred to herein, and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule, are hereby incorporated When a reference is made in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Disclosure Schedule to an Article, Section or Vertical/Trigen Disclosure ScheduleExhibit, as applicablesuch reference shall be to an Article or Section of, or in any an Exhibit but not otherwise defined thereinto, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. The descriptive headings of the several Articles and Sections of this Agreement, the Table unless otherwise indicated. The table of Contents to contents and headings for this Agreement and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to Whenever the words “Articles”, include,” “Sections”, “Exhibits”, “Schedulesincludes” or “Annexesincluding” are used in this Agreement, they shall be deemed to be references followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to Articles or Sections hereof or this Agreement as a whole, including all Exhibits, Schedules or and Annexes hereto unless otherwise indicated. The terms “hereof”and Appendices, “herein”, “hereby” and derivative or similar words refer not to any particular provision of this entire Agreement. Unless otherwise specified or where the context otherwise requires, (i) wherever used, the word “or” is used All terms defined in the inclusive sense (and/or), (ii) references to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of reference thereto, and (iv) references to monetary amounts are denominated in United States Dollars.
(b) For all purposes hereof:this Agreement shall have the
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Interpretation; Certain Definitions. (a) Any matter set forth The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(b) Disclosure of any fact, circumstance or information in any provision, subprovision, Section or subsection of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure ScheduleLetter, as applicable, shall be deemed to be disclosed for each disclosure of such fact, circumstance or information with respect to all other provision, subprovision, Section or subsection Sections of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure Schedule, as applicable, Letter to which the extent it relevance of such information is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicableon its face. No reference disclosure in the Company Disclosure Letter relating to any possible breach or disclosure violation of any matter contract or item in this Agreement or in the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, Law shall be construed as an admission or indication that any such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto The inclusion of any item in the Company Disclosure Letter or referred Parent Disclosure Letter shall not be deemed to hereinbe an admission or evidence of materiality of such item, and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure nor shall it establish any standard of materiality for any purpose whatsoever.
(c) When a reference is made in this Agreement to an Article, Section, Appendix, Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Disclosure Schedule Annex or Vertical/Trigen Disclosure Exhibit, such reference shall be to an Article or Section of, or an Appendix, Schedule, as applicableAnnex or Exhibit to, or in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. The descriptive headings of the several Articles and Sections of this Agreement, the Table unless otherwise indicated. The table of Contents to contents and headings for this Agreement and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to Whenever the words “Articles”, include,” “Sections”, “Exhibits”, “Schedulesincludes” or “Annexesincluding” are used in this Agreement, they shall be deemed to be references followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to Articles or Sections hereof or this Agreement as a whole, including all Exhibits, Schedules and Annexes and Appendices, and not to any particular provision of this Agreement.
(d) All terms defined in this Agreement shall have the defined meanings when used in capitalized form in any certificate or Annexes other document made or delivered pursuant hereto unless otherwise indicateddefined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms “hereof”and to the masculine as well as to the feminine and neuter genders of such term.
(e) Any Law defined or referred to herein, “or in any agreement or instrument entered into or delivered in conjunction with the transactions contemplated hereby and referred to herein”, “hereby” means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and derivative the related regulations and published interpretations thereof; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or similar words dates, references to any Law shall be deemed to refer to this entire Agreement. Unless otherwise specified or where the context otherwise requiressuch Law, (i) wherever usedas amended, the word “or” is used in the inclusive sense (and/or), (ii) references and to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued promulgated thereunder, in each case, as of such date. References to a Person are also to its successors and permitted assigns. The specification of any dollar amount in effect at the relevant time any representation or warranty contained in Article IV or Article V is not intended to imply that such amount, or higher or lower amounts, are or are not material for purposes of reference theretothis Agreement, and (iv) references no party shall use the fact of the setting forth of any such amount in any dispute or controversy between or among the parties as to monetary amounts are denominated whether any obligation, item or matter not described herein or included in United States Dollarsthe Company Disclosure Letter or the Parent Disclosure Letter is or is not material for purposes of this Agreement. Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders and words denoting natural Persons shall be deemed to include business entities and vice versa. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole.
(bf) For all purposes The words “made available to Parent” or words of similar import refer to documents (x) posted to the Electronic Data Room or (y) delivered in Person or electronically to Parent, Merger Sub or any of their respective Representatives. The phrases “the date of this Agreement” and “the date hereof:” and terms or phrases of similar import shall be deemed to refer to July 15, 2013. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall,” and vice versa. References to “$” or “dollars” in this Agreement shall mean United States dollars.
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Interpretation; Certain Definitions. (a) Any matter set forth The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(b) Disclosure of any fact, circumstance or information in any provision, subprovision, Section or subsection of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure ScheduleLetter, as applicable, shall be deemed to be disclosed for each disclosure of such fact, circumstance or information with respect to all other provision, subprovision, Section or subsection Sections of the Osmotica Company Disclosure Schedule Letter or Vertical/Trigen Parent Disclosure Schedule, as applicable, Letter to which the extent it relevance of such information is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicableon its face. No reference disclosure in the Company Disclosure Letter relating to any possible breach or disclosure violation of any matter contract or item in this Agreement or in the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, Law shall be construed as an admission or indication that any such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto The inclusion of any item in the Company Disclosure Letter or referred Parent Disclosure Letter shall not be deemed to hereinbe an admission or evidence of materiality of such item, and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure nor shall it establish any standard of materiality for any purpose whatsoever.
(c) When a reference is made in this Agreement to an Article, Section, Appendix, Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Disclosure Schedule Annex or Vertical/Trigen Disclosure Exhibit, such reference shall be to an Article or Section of, or an Appendix, Schedule, as applicableAnnex or Exhibit to, or in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. The descriptive headings of the several Articles and Sections of this Agreement, the Table unless otherwise indicated. The table of Contents to contents and headings for this Agreement and the Osmotica Disclosure Schedule and Vertical/Trigen Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to Whenever the words “Articles”, include,” “Sections”, “Exhibits”, “Schedulesincludes” or “Annexesincluding” are used in this Agreement, they shall be deemed to be references followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to Articles or Sections hereof or this Agreement as a whole, including all Exhibits, Schedules and Annexes and Appendices, and not to any particular provision of this Agreement.
(d) All terms defined in this Agreement shall have the defined meanings when used in capitalized form in any certificate or Annexes other document made or delivered pursuant hereto unless otherwise indicateddefined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms “hereof”and to the masculine as well as to the feminine and neuter genders of such term.
(e) Any Law defined or referred to herein, “or in any agreement or instrument entered into or delivered in conjunction with the transactions contemplated hereby and referred to herein”, “hereby” means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and derivative the related regulations and published interpretations thereof; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or similar words dates, references to any Law shall be deemed to refer to this entire Agreement. Unless otherwise specified or where the context otherwise requiressuch Law, (i) wherever usedas amended, the word “or” is used in the inclusive sense (and/or), (ii) references and to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued promulgated thereunder, in each case, as of such date. References to a Person are also to its successors and permitted assigns. The specification of any dollar amount in effect at the relevant time any representation or warranty contained in Article IV or Article V is not intended to imply that such amount, or higher or lower amounts, are or are not material for purposes of reference theretothis Agreement, and (iv) references no party shall use the fact of the setting forth of any such amount in any dispute or controversy between or among the parties as to monetary amounts are denominated whether any obligation, item or matter not described herein or included in United States Dollarsthe Company Disclosure Letter or the Parent Disclosure Letter is or is not material for purposes of this Agreement. Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders and words denoting natural Persons shall be deemed to include business entities and vice versa. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole.
(bf) For all purposes The words “made available to Parent” or words of similar import refer to documents (x) posted to the Electronic Data Room or (y) delivered in Person or electronically to Parent, Merger Sub or any of their respective Representatives. The phrases “the date of this Agreement” and “the date hereof:” and terms or phrases of similar import shall be deemed to refer to July 15, 2013. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall,” and vice versa. References to “$” or “dollars” in this Agreement shall mean United States dollars.
(g) Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Corporation to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action.
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Interpretation; Certain Definitions. (a) Any matter set forth in any provision, subprovision, Section or subsection of the Osmotica Seller Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, shall be deemed to be disclosed for each other provision, subprovision, Section or subsection of the Osmotica Seller Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, to the extent it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Seller Disclosure Schedule, as applicable. No reference to or disclosure of any matter or item in this Agreement or in the Osmotica Seller Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, shall be construed as an admission or indication that such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto or referred to herein, and the Osmotica Disclosure Schedule and Vertical/Trigen Seller Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Disclosure Schedule or Vertical/Trigen Seller Disclosure Schedule, as applicable, or in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. The descriptive headings of the several Articles and Sections of this Agreement, the Table of Contents to this Agreement and the Osmotica Disclosure Schedule and Vertical/Trigen Seller Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Articles”, “Sections”, “Exhibits”, “Schedules” or “AnnexesSchedules” shall be deemed to be references to Articles or Sections hereof or Exhibits, Exhibits or Schedules or Annexes hereto unless otherwise indicated. The terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement. Unless otherwise specified All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Any Proceeding that has been initiated, but with respect to which proper process has not been served on the Transferred Subsidiary or where KI shall be deemed to be “threatened” rather than “pending.” Any reference to one or more (in any combination) of the property, assets or rights of a person shall, unless the context otherwise requiresexpressly requires otherwise, (i) wherever usedbe deemed to be a reference to the property, the word “or” is used in the inclusive sense (and/or)assets and rights of such person, (ii) references to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of reference thereto, and (iv) references to monetary amounts are denominated in United States Dollarstaken collectively.
(b) For all purposes hereof:
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Interpretation; Certain Definitions. (a) Any matter set forth in any provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, shall be deemed to be disclosed for each other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable, to the extent it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other provision, subprovision, Section or subsection of the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable. No reference to or disclosure of any matter or item in this Agreement or in the Osmotica Seller Disclosure Schedule or Vertical/Trigen Purchaser Disclosure Schedule, as applicable, shall be construed as an admission or indication that such matter or item is material or that such matter or item is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Judgment shall be construed as an admission or indication that a breach or violation exists or has actually occurred. All Exhibits annexed hereto or referred to herein, and the Osmotica Seller Disclosure Schedule and Vertical/Trigen Purchaser Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in the Osmotica Seller Disclosure Schedule or Vertical/Trigen Purchaser Disclosure Schedule, as applicable, or in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. References to defined terms in the singular shall include the plural and references to defined terms in the plural shall include the singular. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”. “Including” (and, with correlative meaning, “include”) means including, without limiting the generality of any description preceding or succeeding such term, and the rule of ejusdem generis will not be applicable to limit a general statement preceded, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. The descriptive headings of the several Articles and Sections of this Agreement, the Table of Contents to this Agreement and the Osmotica Seller Disclosure Schedule and Vertical/Trigen Purchaser Disclosure Schedule are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Articles”, ,” “Sections”, ,” “Exhibits”, “Schedules” or “AnnexesSchedules” shall be deemed to be references to Articles or Sections hereof of this Agreement or Exhibits, Exhibits or Schedules or Annexes hereto unless otherwise indicated. The terms “hereof”, ,” “herein”, ,” “hereby” and derivative or similar words refer to this entire Agreement. Unless otherwise specified or All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Except where the context otherwise requires, (i) wherever used, the word “or” is used in the inclusive sense (and/or). To extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, (ii) references this Agreement shall control with respect to a person are also to its permitted successors and assigns, (iii) references to a Law include any amendment or modification to such Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of reference thereto, and (iv) references to monetary amounts are denominated in United States Dollarsall matters.
(b) For all purposes hereof:
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