Common use of Interpretation; Exhibits and Schedules; Certain Definitions Clause in Contracts

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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. 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. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “reasonable best efforts” shall not be construed to require any party to pay or commit to pay any amount to, or incur any obligation in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the foregoing shall not limit the obligation of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best efforts. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, in any Exhibit exhibit or Schedule 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. All Exhibits exhibits and Schedules schedules annexed hereto or referred to herein, herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule schedule or Exhibit exhibit but not otherwise defined therein, therein shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Sectionsection, Exhibit exhibit or Scheduleschedule, such reference shall be to a Section section of, or an Exhibit exhibit or Schedule schedule to, this Agreement unless otherwise indicated. With respect to the schedules hereto, the disclosures made on any schedule with respect to any representation or warranty shall be deemed to be made with respect to any other representation or warranty to the extent such disclosure reasonably relates to such representation or warranty. The phrase “reasonable best efforts” shall inclusion of any matter on any schedule will not be construed to require deemed an admission by any party that such listed matter is material or that such listed matter has or could have a Material Adverse Effect or constitutes a material liability. In addition, matters reflected in the schedules are not necessarily limited to pay or commit to pay any amount to, or incur any obligation in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated matters required by this Agreement to be reflected in such schedules, and any such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. For all purposes hereof, (i) definitions of terms shall apply equally to the Ancillary Agreements; providedsingular and plural forms of the terms defined, however(ii) whenever the context may require, that any pronoun shall include the foregoing corresponding masculine, feminine and neuter forms, (iii) the terms “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”, (iv) the words “hereof”, “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement and (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not limit simply mean “if”. The Parties have participated jointly in the obligation negotiation and drafting of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best effortsthis Agreement. Any agreementambiguities with respect to any provision of this Agreement will be construed as if drafted jointly by the Parties, instrument and no presumption or statute defined burden of proof shall arise favoring or referred to herein or in disfavoring any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in Party by virtue of the case authorship of agreements or instruments) by waiver or consent and (in the case any provisions of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated thereinthis Agreement. References to a person are also to its permitted successors and assigns.[Signature Page Follows] -29

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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. 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. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule 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 this Agreement as a whole and not to any particular provision of this Agreement. The words "date hereof" shall refer to the date of this Agreement. The term "or" is not exclusive. The word "extent" in phrase “"to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall 50 not mean simply "if". The phrase "reasonable best efforts” " shall not be construed to require any party to pay or commit to pay any amount to, or incur any obligation in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental EntitiesAuthorities) to obtain any consent or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices agreement which may be required in connection with the transactions contemplated by this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the Ancillary Agreements; provided, however, that masculine as well as to the foregoing shall not limit the obligation feminine and neuter genders of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best effortssuch term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person Person are also to its permitted successors and assigns.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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. 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. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section, Section or an Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “reasonable best efforts” table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall not be construed interpreted as limiting and shall be deemed to require any party to pay or commit to pay any amount to, or incur any obligation be followed by the words "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated by this Agreement shall refer to this Agreement as a whole and the Ancillary Agreements; provided, however, not to any particular provision of this Agreement. The phrase "made available" in this Agreement shall mean that the foregoing information referred to has been made available if requested by the Party to whom such information is to be made available. All terms defined in this Agreement shall not limit have the obligation defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of a party such terms and to incur expenses or pay fees the masculine as well as to advisors, counsel, consultants the feminine and the like otherwise consistent with reasonable best effortsneuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated thereinstatutes. References to a person Person are also to its permitted successors and assignsassigns and, in the case of an individual, to his or her heirs, personal representatives and estate, as applicable. The Schedules and Exhibits to this Agreement constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Schedule to this Agreement which may be applicable to another Schedule to this Agreement shall be deemed to be made with respect to such other Section of this Agreement regardless of whether or not a specific cross reference is made thereto so long as the relevance of such disclosure to such other Section would be apparent to a reasonable person. If there is any inconsistency between the statements in this Agreement and those in such Schedules (other than an exception set forth in such Schedules with respect to a representation or warranty), the statements in this Agreement shall control. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, 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 of the provisions of this Agreement. (b) For all purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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 matter set forth in any provision, subprovision, section or subsection of any Schedule shall, unless the context otherwise manifestly requires, be deemed set forth for all purposes of the Schedules. All Exhibits and Schedules annexed hereto or referred to herein, herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase . (b) For all purposes hereof: “reasonable best effortsaffiliate” shall not be construed to require of any party to pay person means at the time of determination another person that directly or commit to pay any amount toindirectly, through one or more intermediaries, controls, is controlled by, or incur is under common control with, such first person. “Environmental Liabilities” means any obligation and all obligations and liabilities (whether investigatory, corrective, remedial or otherwise) arising under the Environmental Laws as in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the foregoing shall not limit the obligation of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best efforts. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as effect from time to time. “including” means including, without limitation. “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity. “Known Environmental Liabilities” means those Environmental Liabilities that (i) arise at any time amendedunder Environmental Laws out of a physical condition existing prior to the Closing and arising out of the operation or conduct of the Business prior to the Closing and (ii) are either (A) known to Seller as being an actual, modified potential, fixed, liquidated, unliquidated, contingent or supplemented, including conditional liability of the Business as a result of written notice received by Seller prior to the Closing from a Governmental Entity or a third party or (B) known to Seller at or prior to Closing as being potential or contingent liabilities after the Closing as a result of action or inaction by Seller occurring prior to the Closing. “Known to Seller,” “to Seller’s Knowledge,” or “to the knowledge of Seller” or similar phrases means in the case conscious awareness of agreements any of the following persons: Xxxxx Chess, Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxx or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assignsXxxxx Xxxxxxxx.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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. Nothing contained in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with particularity and detail, and each Schedule creates such an exception only to the extent the applicable representations and warranty referred to by such Schedule by number. All Exhibits and Schedules annexed hereto or referred to herein, herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a an Article, Section, Exhibit or Schedule, such reference shall be to an Article or a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. (b) Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The phrase “reasonable best efforts” shall not be construed to require any party to pay or commit to pay any amount towords "hereof", or incur any obligation "herein" and "hereunder" and words of similar import when used in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated by this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the Ancillary Agreements; provided, however, that singular as well as the foregoing shall not limit plural forms of such terms and to the obligation masculine as well as to the feminine and neutral genders of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best efforts. such terms. (c) Any agreement, instrument instrument, statute or statute regulation defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument instrument, statute or statute regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutesstatutes or regulations) by succession of comparable successor statutes or regulations and references to all attachments thereto and instruments incorporated therein. References to a person Person are also to its permitted successors and assigns.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) The headings contained in this Agreement, 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. Nothing contained in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with particularity and detail, and each Schedule creates such an exception only to the extent the applicable representations and warranty referred to by such Schedule by number. All Exhibits and Schedules annexed hereto or referred to herein, herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Inclusion of information in the Schedules shall not be construed as an admission or used as evidence that such information is material to the business, financial condition or results of operations of the Transferred Businesses. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. (b) Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The phrase “reasonable best efforts” shall not be construed to require any party to pay or commit to pay any amount towords "hereof", or incur any obligation "herein" and "hereunder" and words of similar import when used in favor of, any person (other than filing or application fees or expenses or obligations imposed by Governmental Entities) or incur out-of-pocket expenses or make any other payments to a third party, release any third party from any rights, incur a Liability, make or commit to make any disposition of assets or otherwise agree to modify its business practices in connection with the transactions contemplated by this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the Ancillary Agreements; provided, however, that singular as well as the foregoing shall not limit plural forms of such terms and to the obligation masculine as well as to the feminine and neuter genders of a party to incur expenses or pay fees to advisors, counsel, consultants and the like otherwise consistent with reasonable best efforts. such terms. (c) Any agreement, instrument instrument, statute or statute regulation defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument instrument, statute or statute regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutesstatutes or regulations) by succession of comparable successor statutes or regulations and references to all attachments thereto and instruments incorporated therein. References to a person Person are also to its permitted successors and assigns.