Common use of Interpretation; Definitions Clause in Contracts

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or Agreement, any Exhibit hereto, the Company Disclosure Schedule (as defined below) or the Purchaser Disclosure Schedule hereto (as defined below) and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit Exhibit, the Company Disclosure Schedule or the Purchaser Disclosure Schedule hereto but not otherwise defined therein therein, shall have the meanings meaning as defined in this Agreement. Whenever When a reference is made in this Agreement refers to an Article, a number of daysSection or an Exhibit, such number reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The words “hereof”, “herein” and “hereunder”, and words of similar import, when used in this Agreement shall refer to calendar days unless business days are specified. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties a whole and no presumption or burden of proof shall arise favoring or disfavoring not to any party by virtue of the authorship of any provisions particular provision of this Agreement. The word “or”, when used in this Agreement, shall not be exclusive. The word “extent”, when used in this Agreement 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 meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Any matter set forth in any provision, subprovision, section or subsection of any Schedule referred to herein shall, unless the context otherwise manifestly requires, be deemed set forth for all purposes of such Schedule. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

Interpretation; Definitions. (a) The definitions words “hereof,” “herein” and “hereunder” and words of the terms herein similar import when used in this Agreement shall apply equally refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular shall have a comparable meaning when used in the plural, and plural forms vice versa. References herein to a specific Section shall refer to Sections of the terms definedthis Agreement unless otherwise specified. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”.” References herein to any gender shall include each other gender. The word “will” References herein to any Person shall be construed include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 5.4 is intended to have authorize any assignment or transfer not otherwise permitted by this Agreement. With respect to the same meaning and effect as determination of any period of time, the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from” means “from time to time amended, supplemented or otherwise modified, (ii) and including” and the words “herein”, “hereofto” and “hereunder”, and words of similar import, shall be construed until” each means “to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the but excluding.” The headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are intended solely for reference purposes only convenience and shall not affect in any way the meaning or interpretation rights of the parties to this Agreement. Any capitalized If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. References herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder. References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms used thereof. The parties have participated jointly in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in negotiating and drafting this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified. In the event of If an ambiguity or a question of intent or interpretationinterpretation arises, this Agreement shall be construed as if drafted jointly by the parties parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions provision of this Agreement.

Interpretation; Definitions. (a) The definitions words “hereof,” “herein” and “hereunder” and words of the terms herein similar import when used in this Agreement shall apply equally refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular shall have a comparable meaning when used in the plural, and plural forms vice versa. References herein to a specific Section shall refer to Sections of the terms definedthis Agreement unless otherwise specified. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”.” References herein to any gender shall include each other gender. The word “will” References herein to any Person shall be construed include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 6.3 is intended to have authorize any assignment or transfer not otherwise permitted by this Agreement. With respect to the same meaning and effect as determination of any period of time, the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from” means “from time to time amended, supplemented or otherwise modified, (ii) and including” and the words “herein”, “hereofto” and “hereunder”, and words of similar import, shall be construed until” each means “to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the but excluding.” The headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are intended solely for reference purposes only convenience and shall not affect in any way the meaning or interpretation rights of the parties to this Agreement. Any capitalized If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day. References herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder. References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms used thereof. The parties have participated jointly in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in negotiating and drafting this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified. In the event of If an ambiguity or a question of intent or interpretationinterpretation arises, this Agreement shall be construed as if drafted jointly by the parties parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions provision of this Agreement.

Interpretation; Definitions. (a) The definitions TC When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsthis Agreement unless otherwise indicated. The words “include”, “includes” table of contents and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms Whenever the words "include," "includes" or "including" are used in any Exhibit this Agreement, they shall be deemed to be followed by the words "without limitation." As used in this Agreement, the phrase "made available" shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. As used in this Agreement, the following terms have the meanings specified or Schedule hereto but not otherwise defined therein referred to in this Section 10.3 and shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented or modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement. "Acquisition Agreement" shall have the meanings meaning set forth in Section 6.2(b). "Affiliate" with respect to any Person, means any other Person controlling, controlled by or under common control with such Person. "Affiliated Directors" shall have the meaning set forth in the Standstill Agreement. "Agreement" means this Agreement and Plan of Merger, dated as defined of June 8, 1999, among Parent, Sub and the Company. "Articles of Merger" shall have the meaning set forth in Section 2.2. "Benefit Plans" shall have the meaning set forth in Section 4.14(a). "Certificate" shall have the meaning set forth in Section 3.2(b). "Code" means the Internal Revenue Code of 1986, as amended. "Company" shall have the meaning set forth in the introductory paragraph of this Agreement. Whenever "Company Option Plans" shall have the meaning set forth in Section 3.2(f). "Company Options" shall have the meaning set forth in Section 3.2(f). "Company Letter" means the letter from the Company to Parent dated the date hereof, which letter relates to this Agreement refers to a number of days, such number and is designated therein as the Company Letter. "Company Material Contract" shall refer to calendar days unless business days are specifiedhave the meaning set forth in Section 4.11. In "Company Permits" shall have the event of an ambiguity or a question of intent or interpretation, this Agreement meaning set forth in Section 4.10. "Company SEC Documents" shall be construed as if drafted jointly by have the parties and no presumption or burden of proof meaning set forth in Section 4.6. "Company Securities" shall arise favoring or disfavoring any party by virtue of have the authorship of any provisions meaning set forth in Section 4.3. "Constituent Corporations" shall have the meaning set forth in the introductory paragraph of this Agreement. "Dissenting Shares" shall have the meaning set forth in Section 3.1(d). "Dissenting Shareholder" shall have the meaning set forth in Section 3.1(d). "Effective Time" shall have the meaning set forth in Section 2.2. "Environmental Claim" shall have the meaning set forth in Section 4.15. "Environmental Laws" shall have the meaning set forth in Section 4.15. "Environmental Permits" shall have the meaning set forth in Section 4.15. "ERISA" shall have the meaning set forth in Section 4.14. "ERISA Affiliate" shall have the meaning set forth in Section 4.14(b). "Exchange Act" means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. "Expenses" means documented and reasonable out-of-pocket fees and expenses incurred or paid by or on behalf of Parent in connection with the Offer, the Merger or the consummation of any of the transactions contemplated by this Agreement, including all fees and expenses of law firms, commercial banks, investment banking firms, accountants, experts and consultants to Parent. "Expiration Date" shall have the meaning set forth in Section 1.1(a). "Governmental Entity" means any Federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational. "Hazardous Materials" shall have the meaning set forth in Section 4.15. "HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "Information Statement" shall have the meaning set forth in Section 4.8. "knowledge" shall mean, with respect to the Company, the actual knowledge of its executive officers and the actual knowledge of the senior officer of each of its foreign Subsidiaries and, with respect to Parent, the actual knowledge of its executive officers of Parent. "Law" means any law, statute, rule, regulation, ordinance and other pronouncement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Entity. "Liens" means any pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever. "Litigation" shall have the meaning set forth in Section 4.14. "Materially Adverse Change" or "Materially Adverse Effect" means, when used in connection with the Company or Parent, as the case may be, any change or effect (or any development that, insofar as can reasonably be foreseen, is likely to result in any change or effect) or fact or condition (or any development that, insofar as can reasonably be foreseen, is likely to result in any fact or condition), except in respect of general economic or financial conditions in the industry of which the Company, or Parent, as the case may be, is a part, that is materially adverse to the business, properties, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a whole, as the case may be. "Merger" shall have the meaning set forth in the third Whereas provision of this Agreement. "Merger Consideration" shall have the meaning set forth in Section 3.1(c). "Minimum Condition" shall have the meaning set forth in Exhibit A of this Agreement. "NASD" shall mean the National Association of Securities Dealers, Inc. "Offer" shall have the meaning set forth in the second Whereas provision of this Agreement. "Offer Conditions" shall have the meaning set forth in Section 1.1(a). "Offer Documents" shall have the meaning set forth in Section 1.1(b). "Offer Price" shall have the meaning set forth in the second Whereas provision of this Agreement. "Outside Date" shall have the meaning set forth in Section 9.1(b)(i). "Parent" shall have the meaning set forth in the introductory paragraph of this Agreement. "Parent Group" shall have the meaning set forth in Section 7.09(b). "Parent Letter" means the letter from Parent to the Company dated the date hereof, which letter relates to this Agreement and is designated therein as the Parent Letter. "Paying Agent" shall have the meaning set forth in Section 3.2(a). "PBCL" means the Business Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. "Preferred Stock" shall have the meaning set forth in Section 4.3. "Premises" shall have the meaning set forth in Section 4.15(a)(ii). "Proxy Statement" shall have the meaning set forth in Section 4.8. "Schedule 13E-3" shall have the meaning set forth in Section 1.1(b). "Schedule 14D-1" shall have the meaning set forth in Section 1.1(b). "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "Shares" shall have the meaning set forth in the second Whereas provision of this Agreement. "Standstill Agreement" means the Standstill Agreement by and between EM Industries, Incorporated and the Company, dated as of February 27, 1995, as amended by Amendment No. 1 to the Standstill Agreement, dated September 15, 1995, by and among EM Industries, Incorporated, Parent and the Company. "Shareholders Agreement" shall have the meaning set forth in the fifth Whereas provision of this Agreement. "Shareholders Meeting" shall have the meaning set forth in Section 7.1(a). "Sub" shall have the meaning set forth in the introductory paragraph of this Agreement. "Subsidiary" or "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Takeover Proposal" shall have the meaning set forth in Section 6.2(a). "Tax" shall have the meaning set forth in Section 4.12(f). "Tax Return" shall have the meaning set forth in Section 4.12(f). "Transfer Taxes" shall have the meaning set forth in Section 7.5. "Unaffiliated Directors" shall have the meaning set forth in the Standstill Agreement. "Written Opinion" shall have the meaning set forth in Section 6.2(b). Section 10.4.

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to Sections, subsections, Schedules or Attachments, such reference shall be to a Section or subsection of, or a Schedule or Attachment to, this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in this Agreement. Whenever , they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement refers to a number of days, such number shall refer to calendar days unless business days this Agreement and not to any particular Section or subsection in which such words appear. References to “party” or “parties” are specifiedto the parties to this Agreement and when the context requires “party” or “parties” shall also refer to members of the MGM Group and the MGM Acquired Entities. In The use of any forms of orders, acknowledgments or invoices to document transactions under this Agreement shall be for the event convenience of an ambiguity the parties and no such form shall be deemed to amend, supersede, supplement or waive any of the terms or conditions of this Agreement. No waiver of any term, provision or condition of or failure to exercise or delay in exercising any rights or remedies under this Agreement, in any one or more instances, shall be deemed to be, or construed as, a question further or continuing waiver of intent any such term, provision, condition, right or interpretationremedy or as a waiver of any other term, provision, condition, right or remedy of this Agreement. Any consent given by any party pursuant to this Agreement shall be valid only if contained in a written instrument signed by such party. Nothing in this Agreement shall be construed as if drafted jointly by the parties and no presumption an assignment or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship license of any provisions intellectual or other property right of any party. The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Except as otherwise noted in this Agreement, capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Purchase Agreement.

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or Agreement, any Exhibit or hereto, the Company Disclosure Schedule hereto (as defined herein) and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or the Company Disclosure Schedule hereto but not otherwise defined therein shall have the meanings as defined in this Agreement. Whenever When a reference is made in this Agreement refers to an Article, a number of daysSection or an Exhibit, such number reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The words “hereof”, “herein” and “hereunder”, and words of similar import, when used in this Agreement shall refer to calendar days unless business days are specified. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties a whole and no presumption or burden of proof shall arise favoring or disfavoring not to any party by virtue of the authorship of any provisions particular provision of this Agreement. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Any matter set forth in any provision, subprovision, section or subsection of any Schedule referred to herein shall, unless the context otherwise manifestly requires, be deemed set forth for all purposes of such Schedule. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified. In the event of an ambiguity or a question of intent or interpretation, this This Agreement shall be construed as if drafted jointly without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to Articles, Sections, Schedules, or Appendices, such reference shall be to such parts of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of words “without limitation.” The phrases “the authorship of any provisions date of this Agreement,” “the date hereof’ and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the first paragraph of this Agreement. When a reference is made in this Agreement to the “Agreement”, such reference refers to all parts of this Agreement, including Articles, Sections, Schedules, and Appendices, unless otherwise indicated. The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not to any particular part in which such words appear, unless otherwise indicated. All references herein to dollar amounts shall be deemed to be references to U.S. Dollars.

Interpretation; Definitions. (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of or to this Agreement, as the case may be, and (iv) the headings contained in this Agreement or any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Exhibit or Schedule hereto but not otherwise defined therein shall have the meanings as defined in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. calendar days unless business days are specified. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.