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

Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to a Section, a Schedule or an Exhibit, such reference shall be to a Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicated. The 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 be deemed to be followed by the words "without limitation". 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. When used in this Agreement, the phrase "generally accepted accounting principles" shall mean generally accepted accounting principles in the United States. The phrase "made available" in this Agreement 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. All terms defined in this Agreement shall have the 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 such terms and to the masculine as well as to the feminine and neuter 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 therein. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his heirs and estate, as applicable. To the extent applicable, any matter set forth in a Schedule shall be deemed to be set forth in all other Schedules.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to a Sectionan Article, a Schedule Section or an Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicated. The 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" ”, “including” or "including" “such as” are used in this Agreement, they shall be deemed to be followed by the words "“without limitation"”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” 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. When The word “or” shall not be exclusive. 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”. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the phrase "generally accepted accounting principles" shall mean generally accepted accounting principles in the United States. The phrase "made available" in this Agreement 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. All terms defined in this Agreement shall have the 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 plural as well as the plural forms of such terms singular and to cover all genders. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the masculine as well as party drafting or causing any instrument to the feminine and neuter genders of such termbe drafted. Any agreementUnless a contrary intent is apparent, any Contract, instrument or statute Law defined or referred to herein or in any agreement Contract or instrument that is referred to herein means such agreementContract, instrument or statute Law as from time to time amended, modified or supplemented, including (in the case of agreements Contracts or instruments) by waiver or consent Consent and (in the case of statuteslaw) by succession of comparable successor statutes law and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his heirs and estate, as applicable. To the extent applicable, any matter set forth in a Schedule shall be deemed to be set forth in all other Schedulesassigns.

Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to a an Article or Section, a Schedule or an Exhibit, such reference shall be to a an Article or Section of, or a Schedule or an Exhibit to, of this Agreement unless otherwise indicated. The table of contents contents, index of defined terms 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. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. 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 words "“hereof"’, "“hereto”, “hereby”, “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. When used The term “or” is not exclusive. The word “extent” in this Agreement, the phrase "generally accepted accounting principles" “to the extent” shall mean generally accepted accounting principles in the United States. The phrase "made available" in this Agreement shall mean that the information referred degree 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 have the defined meanings when used in any certificate which a subject or other document made or delivered pursuant hereto unless otherwise defined thereinthing extends, and such phrase shall not mean simply “if’. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such termterms. Any agreement, instrument or statute Law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute Law 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 thereinunless otherwise specifically indicated. References to a person are also to its permitted successors and assigns andassigns. Unless otherwise specifically indicated, in the case of an individual, all references to his heirs “dollars” and estate, as applicable. To the extent applicable, any matter set forth in a Schedule shall “$” will be deemed references to be set forth in the lawful money of the United States of America. (b) For all other Schedules.purposes hereof:

Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to a Sectionan Article, a Schedule Section or an Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicated. The 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" ”, “including” or "including" “such as” are used in this Agreement, they shall be deemed to be followed by the words "“without limitation"”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” 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. When The word “or” shall not be exclusive. 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”. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the phrase "generally accepted accounting principles" shall mean generally accepted accounting principles in the United States. The phrase "made available" in this Agreement 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. All terms defined in this Agreement shall have the 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 plural as well as the plural forms of such terms singular and to cover all genders. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the masculine as well as party drafting or causing any instrument to the feminine and neuter genders of such termbe drafted. Any agreementUnless a contrary intent is apparent, any Contract, instrument or statute Law defined or referred to herein or in any agreement Contract or instrument that is referred to herein means such agreementContract, instrument or statute Law as from time to time amended, modified or supplemented, including (in the case of agreements Contracts or instruments) by waiver or consent Consent and (in the case of statuteslaw) by succession of comparable successor statutes law and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns and, in the case assigns. (b) For all purposes of an individual, to his heirs and estate, as applicable. To the extent applicable, any matter set forth in a Schedule shall be deemed to be set forth in all other Schedules.this Agreement:

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. 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, a Schedule Exhibit or an ExhibitSchedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. When a Schedule reference is made in this Agreement to a Section, Subsection, Exhibit or Schedule, such reference shall be to a Section or Subsection of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The 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 be deemed to be followed by the words "“without limitation"”. The words "“hereby”, “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. When used in The words “date hereof” shall refer to the date of this Agreement, . The term “or” is not exclusive. The word “extent” in the phrase "generally accepted accounting principles" “to the extent” shall mean generally accepted accounting principles in the United States. The phrase "made available" in this Agreement shall mean that the information referred degree 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 have the defined meanings when used in any certificate which a subject or other document made or delivered pursuant hereto unless otherwise defined thereinthing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such termterms. Any agreement, agreement or instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, agreement or 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 and, in assigns. (b) For all purposes hereof the case of an individual, to his heirs and estate, as applicable. To following terms shall have the extent applicable, any matter set forth in a Schedule shall be deemed to be set forth in all other Schedules.following meanings: