Common use of Other Defined Terms; Interpretation Clause in Contracts

Other Defined Terms; Interpretation. Any capitalized terms used and not defined herein shall have the meaning set forth in the Indenture. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended or modified from time to time; (ii) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto; (iii) defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders; (iv) 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; (v) unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting; (vi) in the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein, the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (vii) periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed and references in this Agreement to months and years shall be to months and calendar years unless otherwise specified; (viii) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP; (ix) “including” and words of similar import will be deemed to be followed by “without limitation”; (x) references to any Program Agreement (including this Agreement) and any other agreement shall be deemed a reference to such Program Agreement or such Program Agreement as it may be amended, restated, supplement or otherwise modified from time to time; and (xi) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.

Other Defined Terms; Interpretation. Any capitalized terms used and not defined herein shall have the meaning set forth in the IndentureParticipation Agreement or, if not therein defined, in the Base Indenture or incorporated therein by reference to another Program Agreement. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (i) reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended or modified from time to time; (ii) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto; (iii) defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders; (iv) 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; (v) unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting; (vi) in the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein, the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (vii) periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed and references in this Agreement to months and years shall be to months and calendar years unless otherwise specified; (viii) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP; (ix) “including” and words of similar import will be deemed to be followed by “without limitation”; (x) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time; (xi) references to any Program Agreement (including this Agreement) and any other agreement shall be deemed a reference to such Program Agreement or such Program Agreement as it may be amended, restated, supplement supplemented or otherwise modified from time to time; and (xixii) all references to any statute, law, rule payments or regulation deliveries of “cash” shall be deemed understood to mean “immediately available funds” or “available funds held in a reference to such statute, law, rule or regulation deposit account,” as it the context may be amended or modified from time to timerequire.

Other Defined Terms; Interpretation. Any capitalized Other terms have defined meanings as used and not defined herein shall have the meaning set forth in the Indenture. For all purposes of this Agreement, except and each such term is noted by having initial letters capitalized, in quotation marks, either following the definition or as otherwise expressly provided or indicated. Also in this Agreement, unless the context otherwise requires: : (ia) reference to headings and underlinings are for convenience only and do not affect the definition interpretation of any document (including this Agreement; (b) shall be deemed a reference to such document as it may be amended or modified from time to time; (ii) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto; (iii) defined terms in the singular shall include includes the plural and vice versa versa; (c) a reference to a party to a document includes that party's successors and assigns; (d) a reference to a document, includes any amendment, replacement or novation of it; (e) a reference to a statute, ordinance or by-law includes regulations and other instruments under it and consolidations, amendments, re- enactments or replacements of any of them; (f) if a period of time is specified and dates from a given day or the masculineday of an act or event, feminine or neuter gender shall include all genders; it is to be calculated exclusive of that day; (ivg) a reference to a day is to be interpreted as the words “hereof,” “herein” period of time commencing at midnight and “hereunder” and words of similar import when used in ending 24 hours later; (h) if an act prescribed under this Agreement shall refer to this Agreement as be done by a whole party on or by a given day is done after 5.00 pm on that day, it is taken to be done on the next day; (i) a reference to any thing includes a part of that thing; (j) "e.g." and "for example" means by way of example but not limitation; (k) "including" and "include" means by way of example and not limitation; (l) a reference to liquidation includes appointment of an administrator, merger, amalgamation, reconstruction, winding-up, dissolution, assignment for the benefit of creditors, entering into a scheme, compromise or arrangement with creditors, insolvency, bankruptcy, or any particular provision similar procedure or, where applicable, dissolution of this Agreement; any partnership or person, or death; (vm) unless otherwise specified where the day on or by which any thing is to be done is not a Business Day, that thing will be done on or by the next following Business Day; (n) as used herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting; (vi) notify means to give notice in the computation of periods of time from a specified date to a later specified date, unless otherwise specified manner required in Section 16.5; (o) as used herein, the words “commencing on” mean “commencing on "shall" and including,” "will" have the same meaning as the word “from” means “from "must;" and including” and the words “to” and “until” each means “to but excluding”; (viip) periods of days referred to in whenever this Agreement shall be counted in calendar days unless Business Days are expressly prescribed refers to a Web Site or aggregation of Web Pages, including without limitation MSN, the Co-Branded Site, the Microsoft Online Properties, and references in this Expedia, such reference will also include successor versions thereof that may evolve throughout the Term, regardless of whether or not marketed or promoted under the same name. Amended & Restated MSN/Expedia Carriage Agreement to months and years shall be to months and calendar years unless otherwise specified; (viii) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not definedFINAL -- June 29, shall have the respective meanings given to them under GAAP; (ix) “including” and words of similar import will be deemed to be followed by “without limitation”; (x) references to any Program Agreement (including this Agreement) and any other agreement shall be deemed a reference to such Program Agreement or such Program Agreement as it may be amended, restated, supplement or otherwise modified from time to time; and (xi) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.2001

Other Defined Terms; Interpretation. Any capitalized (a) Other terms used and not defined herein shall have the meaning set forth are in the Indenture. other parts of this Agreement indicated below: “Amended and Restated Guaranty” 6.2(c) “Closing Date” 2.3 “Company” Preamble “Financial Projections” 4.5(b) “Financial Statements” 4.5(a) “Initial Purchase Agreement” Recitals “Parent Guaranty” 6.2(c) “Purchase Price” 2.2 “Purchased Membership Interests” Recitals “Purchaser” Preamble “Repurchase Agreement” 6.2(c) “Seller” Preamble (b) For all the purposes of this Agreement, except as otherwise expressly provided or unless to the extent that the context otherwise requires: (i) reference to and the definition of any document (including this Agreement) shall be deemed when a reference is made in this Agreement to an Article, Section or Exhibit, such document as it may be amended reference is to an Article or modified from time to timeSection of, or an Exhibit to, this Agreement unless otherwise indicated; (ii) all references to an “Article,” “Section,” “Schedule” the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached heretointerpretation of this Agreement; (iii) defined terms whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genderswords “without limitation”; (iv) the words “hereof,” “herein” and “hereunder” and words of similar import import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) all terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limitingdefined therein; (vi) the definitions contained in this Agreement are applicable to the computation singular as well as the plural forms of periods of time from a specified date to a later specified date, unless otherwise specified herein, the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”such terms; (vii) periods of days referred if any action is to in be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be counted in calendar days unless taken on the next Business Days are expressly prescribed and references in this Agreement to months and years shall be to months and calendar years unless otherwise specifiedDay following such day; (viii) accounting terms not otherwise defined herein references to a Person are also to its heirs, personal representatives, permitted successors and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAPassigns; (ix) the use of “includingor” and words of similar import will be deemed is not intended to be followed by “without limitation”exclusive unless expressly indicated otherwise; (x) references to any Program Agreement (including this Agreement) and any other agreement shall be deemed a reference to such Program Agreement or such Program Agreement as it may be amended, restated, supplement or otherwise modified from time to time; and (xi) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.