Common use of Interpretation Generally Clause in Contracts

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits or Schedules of this Agreement; (d) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to a Law is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws; (i) each reference to any Contract shall be to such Contract as amended, supplemented or otherwise modified from time to time, as applicable; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit or Schedule hereto, shall have the meanings given to them under GAAP.

Interpretation Generally. Unless the express context otherwise requires: (a) the The words “hereby,” “herein,” “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall import refer to this Stockholders Support Agreement as a whole (including any Exhibits hereto) and not merely to any particular provision of this Agreement; (b) the terms defined specific section, paragraph or clause in the singular have a comparable meaning when used in the plural, and vice versa; (c) which such word appears. All references herein to a specific ArticleSections and Exhibits shall be deemed references to Sections of, Sectionand Exhibits to, Appendix, Exhibit or Schedule this Stockholders Support Agreement unless the context shall refer, respectively, to Articles, Sections, Appendices, Exhibits or Schedules of this Agreement; (d) wherever the word otherwise require. The words “include,” “includes” or and “including” is used in this Agreement, it shall be deemed to be followed by the words phrase “without limitation”; (e) .” The definitions given for terms in this Section 1 and elsewhere in this Stockholders Support Agreement shall apply equally to both 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. Except as otherwise expressly provided herein, all references to “Dollars” or “$” shall be deemed references to the lawful money of the United States of America. All references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “daysparties” shall be to calendar days; (h) each reference the parties hereto unless the context shall otherwise require. References to a Law is any statute, rule or regulation are to it the statute, rule or regulation as amended amended, modified, supplemented or replaced from time to time (and, as applicablein the case of statutes, is to corresponding provisions of successor Laws; (iinclude any rules and regulations promulgated under said statutes) each reference and to any Contract shall be section of any statute, rule or regulation including any successor to such Contract said section; provided that, for purposes of any representations and warranties contained in this Stockholders Support Agreement that are made as amendedof a specific date or dates, supplemented references to any statute, rule or otherwise modified from time to time, as applicable; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement regulation shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable refer to such Selling Subsidiary statute, rule or its or their respective Affiliatesregulation, to take or refrain from taking as amended (and, in the case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such action; and (k) accounting date. All terms which are not otherwise defined in this Agreement, Stockholders Support Agreement have the defined meanings when used in any certificate or any Appendix, Exhibit other document made or Schedule delivered pursuant hereto, shall have the meanings given to them under GAAPunless otherwise defined therein.

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to any Contract shall be to such Contract as amended, supplemented, waived or otherwise modified from time to time, subject to the limitations on such amendments or modifications set forth herein; (i) each reference to a Law is to it as amended from in effect at the time to time in question and, as applicable, is to corresponding provisions of successor Laws; (i) each reference to any Contract shall be to such Contract as amended, supplemented or otherwise modified from time to time, as applicable; (j) whenever this Agreement requires Seller any payments made by the Buyer to take or refrain from taking any action, such requirement the Sellers Representative shall be deemed to include an undertaking on be a payment made by the part of Seller Buyer to cause each Selling Subsidiarythe Sellers, and its shall be deemed to satisfy the corresponding obligation of the Buyer (and their respective Affiliates, if applicable to the Sellers hereby agree that the Buyer shall have no obligations or Liabilities whatsoever in connection with any allocation of any such Selling Subsidiary payments between or its or their respective Affiliates, to take or refrain from taking such action; andamong the Sellers); (k) references to any Person shall include such Person and its permitted assigns, transferees, successors or heirs; (l) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit Appendix or Schedule hereto, shall have the meanings given to them under US GAAP; and (m) “made available”, “furnished” or “provided” shall, in the case of items stated in Article III and Article IV to have been made available, furnished or provided to the Buyer, mean only those documents posted in an electronic data room to which the Buyer is given access, in each case at least forty-eight (48) hours prior to the signing of this Agreement.

Interpretation Generally. Unless In this Agreement and in the express Schedules, unless the context otherwise requires:requires or unless otherwise specified:- 1.2.1 any reference to any statute, statutory provision, or to any order or regulation shall be construed as a reference to that statute, provision, order or regulation as extended, modified, replaced or re-enacted from time to time (awhether before or after the date of this Agreement) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefor (whether before or after the date of this Agreement); 1.2.2 words denoting any gender include all genders and words denoting the singular include the plural and vice versa; 1.2.3 all references to recitals, Clauses, schedules and annexures are to recitals in, Clauses of and schedules and annexures to this Agreement; 1.2.4 headings are for convenience only and shall not affect the interpretation of this Agreement; 1.2.5 words such as “hereunder”, “hereto”, “hereof,” and “herein” and other words commencing with “hereunderhere” and words of similar import, when used in this Agreement, shall unless the context clearly indicates to the contrary refer to the whole of this Agreement as a whole and not to any particular provision of this Agreementsection, Clause or paragraph hereof; (b) 1.2.6 in construing this Agreement general words introduced by the terms defined in word “other” shall not be given a restrictive meaning by reason of the singular have fact that they are preceded by words indicating a comparable particular class of acts, matters or things and general words shall not be given a restrictive meaning when used in by reason of the plural, fact that they are followed by particular examples intended to be embraced by the general words and vice versa; (c) references herein any reference to a specific Article, Section, Appendix, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits or Schedules of this Agreement; (d) wherever the word “include,” “includes” or “including” is used in to be construed without limitation; 1.2.7 any reference to “Agreement” or any other document or to any specified provision of this Agreement or any other document is to this Agreement, it shall be deemed to be followed by that document or that provision as in force for the words “without limitation”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive time being and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to a Law is to it as amended from time to time and, as applicable, is to corresponding provisions in accordance with the terms of successor Lawsthis Agreement or that document; (i) each 1.2.8 any reference to a person shall be construed as a reference to any Contract individual, firm, Company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; 1.2.9 any reference to a person includes his successors, personal representatives and permitted assigns; 1.2.10 “writing” or any similar expression includes transmission by facsimile and electronic correspondence (email); 1.2.11 if any action or duty to be taken or performed under any of the provisions of this Agreement would fall to be taken or performed on a day which is not a Business Day such action or duty shall be to such Contract as amended, supplemented taken or otherwise modified from time to time, as applicable; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking performed on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to Business Day next following such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit or Schedule hereto, shall have the meanings given to them under GAAP.day;

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) unless the context expressly indicates otherwise, each reference to any Contract shall be to such Contract as amended, supplemented, waived or otherwise modified from time to time; (i) unless the context expressly indicates otherwise, each reference to a Law Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws; (i) each reference to any Contract shall be to such Contract as amended, supplemented statutes, regulations or otherwise modified from time to time, as applicableother government rules; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit Appendix or Schedule hereto, shall have the meanings given to them under GAAP; (k) to the extent that any rights of Buyer or any Seller are expressly limited in any respect under this Agreement, any corresponding rights of Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be similarly limited; (l) any payments or release of funds from the Escrow Fund to Buyer or any Buyer Indemnified Party (or any of their respective designees) shall be deemed to be a payment made by one or more of the Sellers, and shall be deemed to satisfy the corresponding obligation of the Sellers; and (m) notwithstanding the fact that for certain purposes pursuant to certain provisions herein, materiality, “Material Adverse Effect,” “materially adverse effect” or similar qualifiers contained in this Agreement are disregarded or not given effect, in no event shall (i) “Material Contract” be read to mean “Contract” or (ii) any such materiality, “Material Adverse Effect,” “materially adverse effect” or similar qualifier be read out of Section 3.8(b), Sections 3.13(a) or 3.13(c), or clause (a) of Section 3.19.

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to any Contract shall be to such Contract as amended, supplemented, waived or otherwise modified from time to time; (i) each reference to a Law Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws; , statutes, regulations or other government rules, provided, however, that no amendments to, or corresponding provisions of a successor of, any Law, statute, regulation or other government rule that are enacted after Closing (iwhether or not having any retroactive effect to a time prior to Closing) each reference to shall affect the interpretation of any Contract shall be to such Contract Law, statute, regulation or other government rule as amended, supplemented or otherwise modified from time to time, as applicable; (j) whenever applicable for purposes of this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such actionAgreement; and (kj) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit Appendix or Schedule hereto, shall have the meanings given to them under GAAP.

Interpretation Generally. Unless In this Agreement and in the express Schedules, unless the context otherwise requiresrequires or unless otherwise specified: 1.2.1 any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to that statute, provision, order or regulation as extended, modified, amended, replaced or re-enacted from time to time (awhether before or after the date of this Agreement) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of this Agreement); 1.2.2 any reference to income, profit or gain arising or accruing includes any income, profit or gain which is deemed to arise or accrue; 1.2.3 words denoting any gender include all genders and words denoting the singular include the plural and vice versa; 1.2.4 all references to recitals, sections, clauses, paragraphs, schedules and annexes are to recitals in, sections, clauses and paragraphs of and schedules and annexes to this Agreement; 1.2.5 headings are for convenience only and shall not affect the interpretation of this Agreement; 1.2.6 words such as “hereunder”, “hereto”, “hereof,” and “herein” and other words commencing with “hereunderhere” and words of similar import, when used in this Agreement, shall unless the context clearly indicates to the contrary refer to the whole of this Agreement as a whole and not to any particular provision of this Agreementsection, clause or paragraph hereof; (b) 1.2.7 in construing this Agreement general words introduced by the terms defined in word “other” shall not be given a restrictive meaning by reason of the singular have fact that they are preceded by words indicating a comparable particular class of acts, matters or things and general words shall not be given a restrictive meaning when used in by reason of the plural, fact that they are followed by particular examples intended to be embraced by the general words and vice versa; (c) references herein any reference to a specific Article, Section, Appendix, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits or Schedules of this Agreement; (d) wherever the word “include,” “includes” or “including” is used in to be construed without limitation; 1.2.8 any reference to “Agreement” or any other document or to any specified provision of this Agreement or any other document is to this Agreement, it shall be deemed to be followed by that document or that provision as in force for the words “without limitation”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive time being and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to a Law is to it as amended from time to time and, as applicable, is to corresponding provisions in accordance with the terms of successor Lawsthis Agreement or that document; (i) each 1.2.9 any reference to a person shall be construed as a reference to any Contract individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; 1.2.10 any reference to a person includes his successors, personal representatives and permitted assigns; 1.2.11 any reference to a breach of any of the Warranties shall be to such Contract construed as amended, supplemented meaning any of the Warranties being inaccurate or otherwise modified from time to time, as applicableuntrue or misleading in any respect; (j) whenever this Agreement requires Seller 1.2.12 any Warranty which is qualified by the expression “to take the best of the knowledge, information and belief of the Warrantors” or refrain from taking “so far as the Warrantors are aware” or any action, such requirement similar expression shall be construed so that the Warrantors shall be deemed to include an undertaking on have knowledge of matters of which the part Warrantors are actually aware as at the date of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendixas well as the knowledge, Exhibit or Schedule heretoinformation, shall belief and/or awareness that the Warrantors have as at the meanings given to them under GAAP.date of this Agreement having made due and careful enquiry of the Directors and of ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ only;

Interpretation Generally. Unless the express context otherwise requires: (a) the The words “hereby,” “herein,” “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole (including any Exhibits hereto and Schedules delivered herewith) and not merely to any particular provision of this Agreement; (b) the terms defined specific section, paragraph or clause in the singular have a comparable meaning when used in the plural, and vice versa; (c) which such word appears. All references herein to a specific Article, Section, Appendix, Exhibit or Schedule shall refer, respectively, to Articles, Sections, AppendicesExhibits and Schedules shall be deemed references to Sections of, Exhibits or to and Schedules of delivered with this Agreement; (d) wherever Agreement unless the word context shall otherwise require. The words “include,” “includes” or and “including” is used in this Agreement, it shall be deemed to be followed by the words phrase “without limitation”; (e) .” The definitions given for terms in this Section 1.1 and elsewhere in this Agreement shall apply equally to both 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. Except as otherwise expressly provided herein, all references to “$” shall be deemed references to the lawful money of the United States of America. All references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “daysparties” shall be to calendar days; (h) each reference the parties hereto unless the context shall otherwise require. References to a Law is any statute, rule or regulation are to it the statute, rule or regulation as amended amended, modified, supplemented or replaced from time to time (and, as applicablein the case of statutes, is to corresponding provisions of successor Laws; (iinclude any rules and regulations promulgated under said statutes) each reference and to any Contract shall be section of any statute, rule or regulation including any successor to such Contract as amendedsaid section; provided that, supplemented or otherwise modified from time to time, as applicable; (j) whenever for purposes of any representations and warranties contained in this Agreement requires Seller that are made as of a specific date or dates, references to take any statute, rule or refrain from taking any action, such requirement regulation shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable refer to such Selling Subsidiary statute, rule or its or their respective Affiliatesregulation, to take or refrain from taking as amended (and, in the case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such action; and (k) accounting date. All terms which are not otherwise defined in this Agreement, Agreement have the defined meanings when used in any certificate or any Appendix, Exhibit other document made or Schedule delivered pursuant hereto, shall have unless otherwise defined therein. Any document or item will be deemed “delivered,” “provided” or “made available” by the meanings given Company within the meaning of this Agreement if such document or item (i) is included in the Virtual Data Room but only to them under GAAPthe extent such information or documents were accessible to Parent or its Representatives at least two Business Days prior to the date of this Agreement or (ii) is otherwise delivered to Parent in a manner reasonably acceptable to Parent, in its sole discretion.

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to any Contract shall be to such Contract as amended, supplemented, waived or otherwise modified from time to time; (i) each reference to a Law Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws; (i) each reference to any Contract shall be to such Contract as amended, supplemented statutes, regulations or otherwise modified from time to time, as applicableother government rules; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit Appendix or Schedule hereto, shall have the meanings given to them under GAAP; (k) any payments or release of funds from the Adjustment Escrow Account, Indemnity Escrow Account or Appraisal Shares Escrow Account, if any, to Buyer, or any amounts set off pursuant to Section 2.10(c) or Section 2.10(d), shall be deemed to be a payment made by the Stockholders’ Representative and/or one or more of the Stockholders, and shall be deemed to satisfy the corresponding obligation of such Persons; (l) all references herein to the Company, Merger Sub or the Surviving Corporation shall mean, with respect to any time at or after the Effective Time, the Surviving Corporation; (m) notwithstanding the fact that for certain purposes pursuant to certain provisions herein, materiality, “Material Adverse Effect,” “materially adverse effect” or similar qualifiers contained in this Agreement are disregarded or not given effect, in no event shall (i) “Material Contract” be read to mean “Contract” or (ii) any such materiality, “Material Adverse Effect,” “materially adverse effect” or similar qualifier be read out of Section 3.13(a), or clause (a) of Section 3.19; and (n) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Interpretation Generally. This Agreement was prepared jointly by the Parties hereto and no rule that it be construed against the drafter will have any application in its construction or interpretation. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) the word “within” with respect to a particular day or date shall mean a period ending at the end of such day or date. (h) when calculating the period of time before which, within which or after which any act is to be done or step taken pursuant to this Agreement, (A) the date that is the reference date in calculating such period shall be excluded; and (B) if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. All references in this Agreement to a number of days are to such number of calendar days unless Business Days are specified and all references to time, unless otherwise specified herein, shall refer to New York City time; (i) each reference to “days” any Contract, document or agreement (including this Agreement) shall be to calendar dayssuch Contract, document or agreement as amended, supplemented, waived or otherwise modified from time to time and shall include and incorporate all exhibits, Schedules and other attachments thereto; (hj) each reference to a Law Law, statute, regulation or other government rule is to it as amended or supplemented from time to time and, as applicable, is to corresponding provisions of successor Laws, statutes, regulations or other government rules; (ik) each reference to any Contract shall be “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such Contract as amended, supplemented or otherwise modified from time to time, as applicablephrase does not mean simply “if”; (jl) whenever all references to “Dollars,” “dollars” or “$” means the lawful currency of the United States of America; (m) references in this Agreement requires to Dollar amount thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality; and (n) References to documents or other materials “provided” or “made available” to Buyer or similar phrases herein shall mean that such documents or other materials were delivered to Buyer or its Representatives or were present in the SmartRoom virtual data site labeled “Project Belmont” (the “Data Room”) maintained by Seller for purposes of the transactions contemplated by this Agreement at least one (1) day prior to take the date hereof. Any documents or refrain from taking any action, such requirement other materials “provided” or “made available” to Representatives of Buyer shall be deemed to include an undertaking on the part be “provided” or “made available” to Buyer for purposes of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit or Schedule hereto, shall have the meanings given to them under GAAP.

Interpretation Generally. Unless the express context otherwise requires: (a) 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; (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Article, Section, Appendix, Exhibit Subsection or Schedule shall refer, respectively, to Articles, Sections, Appendices, Exhibits Subsections or Schedules of this Agreement; (d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”; (e) references herein to any gender includes each other gender; (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like; the word “will” shall be construed to have the same meaning as the word “shall”; the phrase “to the extent” shall mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if”; (g) each reference to “days” shall be to calendar days; (h) each reference to any Contract shall be to such Contract as amended, supplemented, waived or otherwise modified from time to time; (i) each reference to a Law Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws; (i) each reference to any Contract shall be to such Contract as amended, supplemented statutes, regulations or otherwise modified from time to time, as applicableother government rules; (j) whenever this Agreement requires Seller to take or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause each Selling Subsidiary, and its and their respective Affiliates, if applicable to such Selling Subsidiary or its or their respective Affiliates, to take or refrain from taking such action; and (k) accounting terms which are not otherwise defined in this Agreement, or any Appendix, Exhibit Appendix or Schedule hereto, shall have the meanings given to them under GAAP.; (k) any payments or release of funds from the Merger Consideration Escrow Account or General Escrow Account to Buyer or any Buyer Indemnified Party (or any of their respective designees) shall be deemed to be a payment made by the Stockholders’ Representative and/or one or more of the Stockholders; (l) all references herein to the Company, Merger Sub or the Surviving Corporation shall mean, with respect to any time at or after the Effective Time, the Surviving Corporation;