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”, “include” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. 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. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. 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. Unless the express context otherwise requires, with respect to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” 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. Unless the express context otherwise requires, terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that any requirement to disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to the parties to this Agreement. Unless the express context otherwise requires, references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversion.

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”, “include” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. 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. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. 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. Unless the express context otherwise requires, with respect to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” 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. Unless the express context otherwise requires, terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that any requirement to disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of any period of time, the word “from” means “from Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to the parties to this Agreement. Unless the express context otherwise requires, references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversion.

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 expressly provided or 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 the context requires otherwise: (a) all references in this Agreement to Articles, such reference Sections, Schedules and Exhibits shall be mean and refer to an Article of this Agreement unless otherwise indicated. The words “include”Articles, “include” Sections, Schedules and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation Exhibits of this Agreement. Reference ; (b) all references to the Subsidiaries of an entity statutes and related regulations shall be deemed to include all direct amendments of the same and indirect Subsidiaries of such entity. The parties hereto agree that they have been represented by legal counsel during any successor or replacement statutes and regulations; (c) words using the negotiation and execution of this Agreement andsingular or plural number also shall include the plural or singular number, 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. Unless the express context otherwise requires, with respect respectively; (d) references to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import, when used in this Agreement, terms shall refer to this entire Agreement as a whole (including the Schedules and not Exhibits hereto); (e) references to any particular provision Person shall be deemed to mean and include the successors and permitted assigns of this Agreement. Unless the express context otherwise requiressuch Person (or, terms defined in the singular case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall have a comparable meaning when used in the pluralbe deemed to mean “including, and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to without limitation”; (g) words of any gender shall include each other gender. Unless the express context otherwise requires; (h) whenever this Agreement refers to a number of days, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that any requirement to disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period 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. Unless If the express context otherwise requireslast day of such period is a non-Business Day, references herein to any Law or any license mean such Law or license as amendedthe period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, modified, codified, reenacted, supplemented or superseded in whole or in parteach of which is represented by legal counsel, and in effect from time no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to time. Unless interpretation against the express context otherwise requires, references herein drafter of an agreement shall not apply to any Law shall be deemed also to refer to all rules this Agreement and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversionare expressly waived by each party hereto.

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 expressly provided or 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 the context requires otherwise: (a) all references in this Agreement to Articles, such reference Sections, Schedules and Exhibits shall be mean and refer to an Article of this Agreement unless otherwise indicated. The words “include”Articles, “include” Sections, Schedules and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation Exhibits of this Agreement. Reference ; (b) all references to the Subsidiaries of an entity statutes and related regulations shall be deemed to include all direct amendments of the same and indirect Subsidiaries of such entity. The parties hereto agree that they have been represented by legal counsel during any successor or replacement statutes and regulations; (c) words using the negotiation and execution of this Agreement andsingular or plural number also shall include the plural or singular number, 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. Unless the express context otherwise requires, with respect respectively; (d) references to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import, when used in this Agreement, terms shall refer to this entire Agreement as a whole (including the Schedules and not Exhibits hereto); (e) references to any particular provision Person shall be deemed to mean and include the successors and permitted assigns of this Agreement. Unless the express context otherwise requiressuch Person (or, terms defined in the singular case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall have a comparable meaning when used in the pluralbe deemed to mean “including, and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to without limitation”; (g) words of any gender shall include each other gender. Unless ; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the express context otherwise requiresterm “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, references herein to are not part of the agreement of the parties and shall not in any Contract (including way affect the meaning or interpretation of this Agreement. When calculating the period 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. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto. As used in this Agreement, an Equityholder’s undertaking to use “reasonable best efforts” to cause any trust to take any action or to refrain from taking any action shall specifically mean recommending such course of action to the trustee(s) means of such Contract trust as amendedbeing in the best interest of the trust and its beneficiaries, supplemented recognizing that whether or modified from time not a trustee determines to time adopt such course of action remains a decision to be made by such trustee in accordance with the terms thereof; providedexercise of its fiduciary duties to the applicable trust. Any covenant of the undersigned Equityholder in this Agreement requiring the undersigned Equityholder to use its reasonable best efforts to cause or procure, or to otherwise cause or procure, that any requirement to disclose and/or make available to Acquiror of its Affiliates take any Contract action hereunder in their capacity as Equityholders shall not be considered satisfied unless each amendment, supplement or modification apply to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, undersigned Equityholder with respect to the determination of any period of timean Affiliate if such Affiliate has entered into, with, inter alia, the word Company, a support agreement in substantially the form of this Agreement in its own right as an “from” means “from and including” and the words “to” and “until” each means “to but excludingEquityholder.”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to the parties to this Agreement. Unless the express context otherwise requires, references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversion.

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 Exhibits 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 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”, ,” “includeincludes” 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 headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference 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“$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Unless When calculating the express context otherwise requiresperiod of time before which, with respect within which or following which any act is to any statement in this Agreement be done or step taken pursuant to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import, when used in this Agreement, the date that is the reference date in calculating such period shall refer to this Agreement as be excluded. If the last day of such period is a whole and not to any particular provision of this Agreement. Unless the express context otherwise requires, terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Unless the express context otherwise requiresnon-Business Day, the terms “Dollars” and “$” mean United States Dollars. Unless period in question shall end on the express context otherwise requires, references herein to any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that any requirement to disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to the parties to this Agreement. Unless the express context otherwise requires, references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversionnext succeeding Business Day.