Common use of Interpretation; Rules of Construction Clause in Contracts

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case 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. 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibitsan Article, Section, Exhibit or Schedule, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “the date of this Agreement” 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. The table of contents and headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, (a) the words “include”, ,” “includes” and or “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The ,” (b) the word “or” shall not be exclusive, (c) the words “hereof,” “herein,” and “hereunder,” “hereto” and words of similar import when used in this Agreement shall refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not to any particular provision of this Agreement, (d) all references to any period of days shall be to the relevant number of calendar days unless otherwise specified, (e) all references to dollars or $ shall be references to United States dollars, and (f) all accounting terms shall have their respective meanings under GAAP. All terms defined in this Agreement shall will 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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 (provided that, in the case of Contracts that are the subject of representations and references warranties set forth herein, copies of all amendments, modifications, waivers, consents or supplements have been provided on or prior to all attachments thereto the date of this Agreement to the party to whom such representations and instruments incorporated thereinwarranties are being made). The parties hereto agree that they have been represented by legal counsel during participated jointly in the negotiation negotiating and execution drafting of this Agreement and, thereforein the event an ambiguity or question of intent arises, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document this Agreement shall be construed against as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party drafting such agreement or documentby virtue of the authorship of any provision of this Agreement.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case 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. 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. The one percent threshold established by the parties with respect to the Company’s capitalization in Section 8.3(a)(ii) hereof shall not, in and of itself, constitute an economic benchmark for determining whether any Effect shall be deemed to be material in relation to the Company or shall be deemed to constitute a Material Adverse Effect on the Company.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Letter and the Exhibits and Schedules hereto), and when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Exhibit or Schedule to, Section or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. .” The words “hereof,asset” or “hereinproperty” shall be construed as having the same meaning and “hereunder” effect and words to refer to any and all assets and properties, real and personal, tangible and intangible. When a reference is made to a specific Law, act or statute, such reference shall include any regulations promulgated thereunder. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as from time to time amended, modified or supplemented (in the case of similar import when used agreements or instruments, if permitted under this Agreement), including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession or comparable successor statutes; provided that any reference to any agreement or instrument on the Company Disclosure Letter or on any Schedule to this Agreement shall not refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined amendment, modification or supplement thereto unless expressly set forth in this Agreement shall have the defined meanings when used in any certificate Company Disclosure Letter or such 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 termSchedule. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Accounting terms not otherwise defined have the meaning assigned to them in accordance with GAAP. Pronouns of an entity either gender or neuter shall be deemed to include all direct include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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“$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Any action required by the terms hereof to be taken on a specific day that is not a Business Day shall instead be required to be taken on the next succeeding Business Day, and if the last day of a time period specified herein is a non-Business Day, such period shall be deemed to end on the next succeeding Business Day. References herein to any obligation of the Indemnifying Parties to “indemnify” (and similar terms) the Indemnified Parties shall be deemed to refer to the Indemnifying Parties’ obligation to indemnify, hold harmless, compensate and reimburse the Indemnified Parties for Damages pursuant to Article 10. If the Company has or has had one or more Subsidiaries at any time prior to the Effective Time, then the parties acknowledge and agree that (a) all representations and warranties in Article 3 and the defined terms used therein (but not any representations and warranties deemed made in the Company Disclosure Letter pursuant to the first paragraph of Article 3) shall be deemed to refer to both the Company and each such Subsidiary, if any, and (b) the covenants in Sections 5.1- 5.3 will be deemed to apply to both the Company and each such Subsidiary, if any. For purposes of this Agreement, (i) each statement or other item of information set forth in a particular section or subsection of the Company Disclosure Letter shall be deemed to be a representation and warranty made by the Company in the corresponding section or subsection of this Agreement and (ii) each document shall be deemed to have been “made available” by the Company to Parent only if it has been posted in the electronic data site prepared in connection with the Merger and as to which Parent has been provided written notice and full access at least 48 hours prior to the execution of this Agreement or provided to Parent or its counsel (with confirmation of receipt) at least 48 hours prior to the execution of this Agreement.

Interpretation; Rules of Construction. When a reference is made (a) The headings contained in this Agreement to Exhibits, such are for reference purposes only and shall be to an Exhibit to not affect in any way the meaning or interpretation of this Agreement unless otherwise indicatedAgreement. When a reference is made in this Agreement to Sectionsan Article, Section, Exhibit or Annex, such reference shall be is to a an Article or Section of of, or an Exhibit or Annex to, this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The Whenever the words “include”, ,” “includes” and or “including” when are used herein in this Agreement, they shall be deemed in each case 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. 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties hereto agree that they have been represented by legal counsel during the negotiation References to a Person are also to its permitted assigns and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or documentsuccessors.

Interpretation; Rules of Construction. When a reference is made All references in this Agreement to Annexes, Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Schedules, Articles, Sections, such reference shall be subsections and other subdivisions refer to a Section the corresponding Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of this Agreement unless otherwise indicatedexpressly provided otherwise. When a reference is made in this Agreement to Titles appearing at the beginning of any Articles, such reference shall be to an Article Sections, subsections or other subdivisions of this Agreement unless otherwise indicatedare for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The words “hereofthis Agreement,” “herein,” “hereby,” “hereunder” and “hereunderhereof” and words of similar import when used in this Agreement shall import, refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. The word “or” is not 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.” The term “dollars” and the symbol “$” mean United States Dollars. The table of contents and headings herein are for convenience of reference only, do not constitute part of this AgreementAgreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. All terms defined Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the Parties shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement shall have against any Party that drafted it is of no application and is hereby expressly waived. In this Agreement, except as the defined meanings when used in context may otherwise require, references to: (a) any certificate agreement (including this Agreement), contract, statute or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement regulation 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. Any agreement, instrument contract, statute or statute defined regulation as amended, modified, supplemented, restated or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as replaced from time to time amended, modified or supplemented, including (in the case of agreements an agreement or instrumentscontract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (b) by waiver any Governmental Entity includes any successor to that Governmental Entity; (c) any applicable Law refers to such applicable Law as amended, modified, supplemented or consent and replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application any section of any law, regulation, holding or rule of construction providing that ambiguities in an agreement applicable Law or other document Law include any successor to such section; and (d) “days” mean calendar days; when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be construed against excluded and if the party drafting last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such agreement action may be validly taken on or documentby the next day that is a Business Day.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibitsan Article, Section, Exhibit or Schedule, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “the date of this Agreement” 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. The table of contents and headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, (a) the words “include”, ,” “includes” and or “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The ,” (b) the word “or” shall not be exclusive, (c) the words “hereof,” “herein,” and “hereunder,” “hereto” and words of similar import when used in this Agreement shall refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not to any particular provision of this Agreement, (d) all references to any period of days shall be to the relevant number of calendar days unless otherwise specified, (e) all references to dollars or $ shall be references to United States dollars, and (f) all accounting terms shall have their respective meanings under GAAP. All terms defined in this Agreement shall will 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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 (provided, however, that, in the case of Contracts that are the subject of representations and references warranties set forth herein, copies of all amendments, modifications, waivers, consents or supplements have been provided on or prior to all attachments thereto the date of this Agreement to the party to whom such representations and instruments incorporated thereinwarranties are being made). The parties hereto agree that they have been represented by legal counsel during participated jointly in the negotiation negotiating and execution drafting of this Agreement and, thereforein the event an ambiguity or question of intent arises, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document this Agreement shall be construed against as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party drafting such agreement or documentby virtue of the authorship of any provision of this Agreement.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibitsan Article, Section, Exhibit or Schedule, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “the date of this Agreement” 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. The table of contents and headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, (a) the words “include”, ,” “includes” and or “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The ,” (b) the word “or” shall not be exclusive, (c) the words “hereof,” “herein,” and “hereunder” and “hereto” words of similar import when used in this Agreement shall refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not to any particular provision of this Agreement, (d) all references to any period of days shall be to the relevant number of calendar days unless otherwise specified, (e) all references to dollars or $ shall be references to United States dollars, and (f) all accounting terms shall have their respective meanings under GAAP. All terms defined in this Agreement shall will 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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 (provided that, in the case of Contracts that are the subject of representations and references warranties set forth herein, copies of all amendments, modifications, waivers, consents or supplements have been provided on or prior to all attachments thereto the date of this Agreement to the party to whom such representations and instruments incorporated thereinwarranties are being made). The parties hereto agree that they have been represented by legal counsel during participated jointly in the negotiation negotiating and execution drafting of this Agreement and, thereforein the event an ambiguity or question of intent arises, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document this Agreement shall be construed against as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party drafting such agreement or documentby virtue of the authorship of any provision of this Agreement.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Exhibit to, Section of or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case 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 the Agreement as a whole and not to any particular provision of in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified. All references to “dollars” or “$” or “US$” in this Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement. All terms defined words used in this Agreement shall have will be construed to be of such gender or number as the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincircumstances require. The definitions headings and table of contents 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. The headings contained or in this Agreement any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct All Exhibits and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. Any agreement, instrument or statute defined Schedules annexed hereto or referred to herein or are hereby incorporated in any agreement or instrument that is referred to herein means such agreement, instrument or statute and made a part of this Agreement 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 thereinif set forth herein. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. When a reference is made in this Agreement or the Company Disclosure Schedule to information or documents being provided, made available or disclosed to Parent or its Affiliates, such information or documents shall include only information or documents contained in the Company’s virtual data room established at xxxxx://xxxxxxxx.xxxxxxxxxx.xxx that has been used for due diligence in connection with the Merger, but only to the extent such information or documents were accessible to Parent on May 20, 2016.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibitsan Article, Section, Exhibit or Schedule, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The phrase “the date of this Agreement” 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. The table of contents and headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, (i) the words “include”, ,” “includes” and or “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The ,” (ii) the word “or” shall not be exclusive, (iii) the words “hereof,” “herein,” and “hereunder” and “hereto” words of similar import when used in this Agreement shall refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not to any particular provision of this Agreement, (iv) all references to any period of days shall be to the relevant number of calendar days unless otherwise specified, (v) all references to dollars or $ shall be references to United States dollars, and (vi) all accounting terms shall have their respective meanings under GAAP. All terms defined in this Agreement shall will 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties hereto agree that they have been represented by legal counsel during participated jointly in the negotiation negotiating and execution drafting of this Agreement and, thereforein the event an ambiguity or question of intent arises, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document this Agreement shall be construed against as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party drafting such agreement or documentby virtue of the authorship of any provision of this Agreement.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Letter and the Exhibits and Schedules hereto), and when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Exhibit or Schedule to, Section or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. .” The words “hereof,asset” or “hereinproperty” shall be construed as having the same meaning and “hereunder” effect and words of similar import when used in this Agreement shall to refer to this Agreement any and all assets and properties, real and personal, tangible and intangible. The word “fraud” shall be construed to mean intentional fraud. When a reference is made to a specific Law, act or statute, such reference shall include any regulations promulgated thereunder. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as a whole and not from time to any particular provision time amended, modified or supplemented (in the case of agreements or instruments, if permitted under this Agreement. All terms defined ), including (in this Agreement shall have the defined meanings when used case of agreements or instruments) by waiver or consent and (in any certificate the case of statutes) by succession 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 termcomparable successor statutes. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Accounting terms not otherwise defined have the meaning assigned to them in accordance with GAAP. Pronouns of an entity either gender or neuter shall be deemed to include all direct include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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“$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Letter and the Exhibits and Schedules hereto), and when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Exhibit or Schedule to, Section of or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”.” When a reference is made to a specific Law, act or statute, such reference shall include any regulations promulgated thereunder. The words “hereof,” “herein” and “hereunder” and words Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as from time to time amended, modified or supplemented (in the case of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of agreements or instruments, if permitted under this Agreement. All terms defined ), including (in this Agreement shall have the defined meanings when used case of agreements or instruments) by waiver or consent and (in any certificate the case of statutes) by succession 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 termcomparable successor statutes. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Pronouns of an entity either gender or neuter shall be deemed to include all direct include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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“$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case 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. 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to $ or dollars shall mean to U.S. dollars. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties Parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party Party drafting such agreement or document.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Disclosure Schedule and the Annexes, Exhibits and Schedules hereto), and when a reference is made in this Agreement to Annexes, Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Annex, Exhibit or Schedule to, or Section or Article of of, this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. .” The words “hereof,asset” or “hereinproperty” shall be construed as having the same meaning and “hereunder” effect and words to refer to any and all assets and properties, real and personal, tangible and intangible. When a reference is made to a specific law, act or statute, such reference shall include any regulations promulgated thereunder. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as from time to time amended, modified or supplemented (in the case of similar import when used agreements or instruments, if permitted under this Agreement), including in the case of statutes by succession or comparable successor statutes; provided that any reference to any agreement or instrument on the Disclosure Schedule or on any Schedule to this Agreement shall not refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined amendment, modification or supplement thereto unless expressly set forth in this Agreement shall have the defined meanings when used in any certificate Disclosure Schedule or such 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 termSchedule. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Accounting terms not otherwise defined have the meaning assigned to them in accordance with GAAP. Pronouns of an entity either gender or neuter shall include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and “$” mean United States dollars. Any action required by the terms hereof to be taken on a specific day that is not a Business Day shall instead be required to be taken on the next succeeding Business Day, and if the last day of a time period specified herein is a non-Business Day, such period shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assignsend on the next succeeding Business Day. Any agreement, instrument reference to any document or statute defined information having been “made available” by the Company shall only include any such document or referred to herein or in any agreement or instrument information that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (has been posted in the case Virtual Data Room and as to which Parent and its Representatives have been provided written notice and full access by 5:00 p.m. Pacific Time on the second (2nd) Business Day prior to the execution of agreements this Agreement and that has remained available to Parent and its Representatives through the Closing. Dollar thresholds shall not be indicative of what is material or instruments) by waiver create any standard with respect to any determination of a “Company Material Adverse Effect” or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. “Parent Material Adverse Effect.” The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case 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. 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. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to $ or dollars shall mean to U.S. dollars. References to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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. The parties hereto Parent and the Company agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Schedule and the Annexes, Exhibits and Schedules hereto), and when a reference is made in this Agreement to Annexes, Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Annex, Exhibit or Schedule to, or Section or Article of of, this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. .” The words “hereof,asset” or “hereinproperty” shall be construed as having the same meaning and “hereunder” effect and words to refer to any and all assets and properties, real and personal, tangible and intangible. When a reference is made to a specific law, act or statute, such reference shall include any regulations promulgated thereunder. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as from time to time amended, modified or supplemented (in the case of similar import when used agreements or instruments, if permitted under this Agreement), including in the case of statutes by succession or comparable successor statutes; provided that any reference to any agreement or instrument on the Company Disclosure Schedule or on any Schedule to this Agreement shall not refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined amendment, modification or supplement thereto unless expressly set forth in this Agreement shall have the defined meanings when used in any certificate Company Disclosure Schedule or such 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 termSchedule. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Accounting terms not otherwise defined have the meaning assigned to them in accordance with GAAP. Pronouns of an entity either gender or neuter shall include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and “$” shall mean United States dollars. Any action required by the terms hereof to be taken on a specific day that is not a Business Day shall instead be required to be taken on the next succeeding Business Day, and if the last day of a time period specified herein is a non-Business Day, such period shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assignsend on the next succeeding Business Day. Any agreement, instrument reference to any document or statute defined information having been “made available” by the Company shall only include any such document or referred to herein or in any agreement or instrument information that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (has been posted in the case of agreements or instruments) by waiver or consent Virtual Data Room and (in the case of statutes) by succession of comparable successor statutes as to which Parent and references to all attachments thereto and instruments incorporated therein. The parties hereto agree that they its Representatives have been represented provided written notice and full access by legal counsel during 5:00 p.m. Eastern Time on the negotiation and third (3rd) Business Day prior to the execution of this Agreement and, therefore, waive and that has remained available to Parent and its Representatives through the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or documentClosing.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Letter and the Exhibits and Schedules hereto), and when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to SectionsSchedules, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or Articles, such reference shall be to an Exhibit or Schedule to, Section of or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include”, ,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. .” The words “hereof,asset” or “hereinproperty” shall be construed as having the same meaning and “hereunder” effect and words of similar import when used in this Agreement shall to refer to this Agreement any and all assets and properties, real and personal, tangible and intangible. When a reference is made to a specific Law, act or statute, such reference shall include any regulations promulgated thereunder. Any agreement, instrument or statute defined or referred to herein means such agreement, instrument, or statute, in each case, as a whole and not from time to any particular provision time amended, modified or supplemented (in the case of agreements or instruments, if permitted under this Agreement. All terms defined ), including (in this Agreement shall have the defined meanings when used case of agreements or instruments) by waiver or consent and (in any certificate the case of statutes) by succession 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 termcomparable successor statutes. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the Subsidiaries singular. Accounting terms not otherwise defined have the meaning assigned to them in accordance with GAAP. Pronouns of an entity either gender or neuter shall be deemed to include all direct include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and indirect Subsidiaries of such entity. References to a Person are also to its permitted successors and assigns. 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“$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.