Common use of References and Construction Clause in Contracts

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (a) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (b) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. All In this Agreement: (a) unless the context requires otherwise, all references in this Agreement to articles, sections, subsections and or other subdivisions shall be deemed to mean and refer to corresponding articles, sections, subsections and or other subdivisions of this Agreement unless expressly provided otherwise. Agreement; (ab) Titles titles appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall not constitute part of such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. subdivision; (bc) The the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. ; (cd) Words words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns ; pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. ; (de) Examples examples shall not be construed to limit, expressly or by implication, the matter matters they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. ; (f) The the word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. ; (g) No no consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement; (h) all references herein to “$” or “dollars” shall refer to U.S. dollars; and (i) unless the context otherwise requires or unless otherwise provided herein, any reference herein to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument, or document.

References and Construction. All In this Agreement: (a) unless the context requires otherwise, all references in this Agreement to articles, sections, subsections and or other subdivisions shall be deemed to mean and refer to corresponding articles, sections, subsections and or other subdivisions of this Agreement unless expressly provided otherwise. Agreement; (ab) Titles titles appearing at the beginning of any of such subdivisions article, section, subsection or other subdivision are for convenience only and shall not constitute part of such subdivisions article, section, subsection or subdivision and shall be disregarded in construing the language contained in such subdivisions. therein; (bc) The the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. ; (cd) Words words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns ; (e) pronouns in masculine, feminine and or neuter genders shall be construed to include any other gender. ; (df) Examples examples shall not be construed to limit, expressly or by implication, the matter matters they illustrate. ; (eg) Unless the word “or” is not exclusive and the word “includes” and its derivatives means “including, without limitation,” and corresponding derivative expressions; (h) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement or any provision hereof; (i) all references herein to “$” or “dollars” shall refer to U.S. Dollars; and (j) unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer any reference herein to a particular agreement, instrument or document shall also refer to and include all schedules, attachments, appendices and exhibits to such agreement, instrument or document and all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such articles, sections, subsections and other subdivisions are for convenience only and shall will not constitute part of such articles, sections, subsections and other subdivisions and shall will be disregarded in construing the language contained in such subdivisionsthe same. (bc) The words “this Agreement,” ”, “this instrument,” ”, “herein,” ”, “hereof,” ”, “hereby,” ”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall will be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (f) All references herein to “$” or “dollars” will refer to U.S. Dollars. (g) No consideration shall Any matter requiring the approval of either Buyer or Supplier will be given in the sole and absolute discretion of the Party having the right to approve the fact or presumption that one party had a greater or lesser hand in drafting this Agreementsame, unless expressly provided otherwise.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” ”, “this instrument,” ”, “herein,” ”, “hereof,” ’, “hereby,” ”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . (e) Pronouns in masculine, feminine and feminine, or neuter genders gender shall be construed to state and include any other gender. (df) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (eg) The word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references in this Agreement to “$” or “dollars” shall refer to U.S. Dollars. (j) Unless the context otherwise requires or unless otherwise provided hereinin this Agreement, the terms defined in this Agreement which refer to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fk) The word “or” Schedule I and Exhibits 2.1, 5.1, 6.2(a), and 6.9 to this Agreement are attached hereto. Each such Schedule and Exhibit is not intended incorporated in this Agreement by reference and made a part hereof for all purposes, and references to be exclusive this Agreement shall also include such Schedule and Exhibit, unless the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressionscontext in which used shall otherwise require. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. All In this Agreement: (a) unless the context requires otherwise, all references in this Agreement to articles, sections, subsections and or other subdivisions shall be deemed to mean and refer to corresponding articles, sections, subsections and or other subdivisions of this Agreement unless expressly provided otherwise. Agreement; (ab) Titles titles appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall not constitute part of such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. subdivision; (bc) The the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. ; (cd) Words words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns ; (e) pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. ; (df) Examples examples shall not be construed to limit, expressly or by implication, the matter matters they illustrate. ; (eg) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. ; (gh) No no consideration shall be given to the fact or presumption that one party hereto had a greater or lesser hand in drafting this Agreement; (i) all references herein to “$” or “dollars” shall refer to U.S. Dollars; and (j) unless the context otherwise requires or unless otherwise provided herein, any reference herein to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument, or document.

References and Construction. All In this Agreement: (i) all references in this Agreement to articles, sections, subsections sections and other subdivisions refer to corresponding articles, sections, subsections sections and other subdivisions of this Agreement unless expressly provided otherwise. ; (aii) Titles titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. ; (biii) The the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. ; (civ) Words words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns ; (v) pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. ; (dvi) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. ; (fvii) The examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (vii) the word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. ; (gix) No no consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement; and (x) all references herein to “$” or “dollars” shall refer to U.S. Dollars.

References and Construction. All references (a) When a reference is made in this Agreement to articlesArticles, sectionsSections, subsections and other subdivisions refer Exhibits or Schedules, such reference will be to corresponding articlesan Article, sectionsSection, subsections and other subdivisions of Exhibit or Schedules to this Agreement unless expressly provided otherwise. (a) Titles appearing at otherwise indicated. Whenever the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (b) The words “this Agreementinclude,” “includes” or “including” are used in this instrument,Agreement, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the words “herein,” “hereof,” “hereby,” “hereunder” and words of similar import nature refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited, and (iv) the use in this Agreement of a pronoun in reference to a Party hereto includes the masculine, feminine or neuter, as the context may require. The Schedules, as well as all Exhibits hereto, will be deemed part of this Agreement and included in any reference to this Agreement. (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fb) The word “or” is not intended to be exclusive Parties have participated jointly in negotiating and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (a) . Titles appearing at the beginning of any articles, sections, subsections and other subdivisions of such subdivisions this Agreement are for convenience only and shall only, will not constitute part of such subdivisions the foregoing and shall will be disregarded in construing the language contained in such subdivisions. (b) those articles, sections, subsections and other subdivisions of this Agreement. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (c) . Words in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall will be construed to include any other gender. (d) . Examples shall will not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) . The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) . No consideration shall will be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. References to any Applicable Law or agreement shall refer to such Applicable Law or agreement as it may have been or be amended from time to time. For any obligation owed by Producer under this Agreement, to the extent such obligation is performed by COG Operating LLC, such obligation shall be deemed to be performed on behalf of all entities constituting “Producer” that are Affiliates of COG Operating LLC.

References and Construction. All In construing this Agreement: (1) unless the context requires otherwise, all references in this Agreement to articles, sections, subsections and or other subdivisions shall be deemed to mean and refer to corresponding articles, sections, subsections and or other subdivisions of this Agreement unless expressly provided otherwise. Agreement; (a2) Titles titles appearing at the beginning of any of such subdivisions subdivision are for convenience only and shall not constitute part of such subdivisions subdivision and shall be disregarded in construing the language contained in such subdivisions. subdivision; (biii) The the words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. ; (civ) Words words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns ; (v) pronouns in masculine, feminine and or neuter genders shall be construed to include any other gender. ; (dvi) Examples examples shall not be construed to limit, expressly or by implication, the matter matters they illustrate. ; (evii) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. ; (gviii) No no consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement; (ix) all references herein to “$” or “dollars” shall refer to U.S. Dollars; (x) each exhibit, appendix, attachment and schedule to this Agreement shall be deemed to be a part of and is hereby incorporated into this Agreement for all purposes; and (xi) unless the context otherwise requires or unless otherwise provided herein, any reference herein to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument, or document.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” ”, “this instrument,” ”, “herein,” ”, “hereof,” ”, “hereby,” ”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (de) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ef) The word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (h) All references herein to $ or dollars shall mean to United States dollars. (i) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (de) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ef) The word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (h) All references herein to $ or dollars means to United States dollars. (i) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. (a) All references in this Agreement to articles, sections, subsections subsections, and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, versa unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (de) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ef) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument instrument, or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fg) The word “or” is not intended to be exclusive and the word “includes” ”, and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ai) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bii) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (ciii) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (div) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ev) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fvi) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gvii) No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. (viii) References to laws, regulations, and other governmental rules, as well as to contracts, agreements, and other instruments, shall mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date of this Agreement) and shall include all successor rules and instruments thereto. (ix) References to “$”, “cash”, or “dollars” shall mean the lawful currency of the United States. (x) References to “federal” shall be to laws, agencies, or other attributes of the United States (and not to any state or locality thereof), and the meaning of the terms “domestic” and “foreign” shall be determined by reference to the United States.

References and Construction. All references (a) When a reference is made in this Agreement to articlesArticles, sectionsSections, subsections and other subdivisions refer Annexes, Exhibits or Sections of the Disclosure Schedule, such reference will be to corresponding articlesan Article, sectionsSection, subsections and other subdivisions Annex, Exhibit or Section of the Disclosure Schedule to this Agreement unless expressly provided otherwise. (a) Titles appearing at the beginning of any of such subdivisions otherwise indicated. The headings contained in this Agreement are for convenience reference purposes only and shall will not constitute part affect in any way the meaning or interpretation of such subdivisions and shall be disregarded in construing this Agreement. Whenever the language contained in such subdivisions. (b) The words “this Agreementinclude,” “includes” or “including” are used in this instrument,Agreement, they will be deemed to be followed by the words “without limitation.” Any reference in this Agreement to “$” or “dollars” will mean U.S. dollars. Unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the words “herein,” “hereof,” “hereby,” “hereunder” and words of similar import nature refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited, and (iv) the use in this Agreement of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require. The Disclosure Schedule, as well as all Annexes and Exhibits hereto, will be deemed part of this Agreement and included in any reference to this Agreement. (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fb) The word “or” is not intended to be exclusive parties have participated jointly in negotiating and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. All references to “Schedule”, “Schedules”, “Company Schedules” or “Buyer Schedules” are to the Disclosure Schedules and other Schedules attached hereto. (aA) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bB) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cC) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (dD) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (eE) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fF) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gG) No consideration Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon 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. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted it is of no application and is hereby expressly waived. (H) Notwithstanding anything contained in this Agreement to the contrary, except as otherwise expressly provided in this Agreement, the parties hereto covenant and agree that no amount shall be given (or is intended to be) included, in whole or in part (either as an increase or a reduction), more than once in the calculation of any calculated amount pursuant to this Agreement if the effect of such additional inclusion (either as an increase or a reduction) would be to cause such amount to be over- or under-counted for purposes of the transactions contemplated by this Agreement. The parties hereto further covenant and agree that if any provision of this Agreement requires an amount or calculation to be “determined in accordance with this Agreement and the Accounting Principles” (or words of similar import), then to the fact extent that the terms of any provision of this Agreement conflict with, or presumption that one party had a greater or lesser hand are inconsistent with, the Accounting Principles in drafting connection with such determination, the terms of this AgreementAgreement (other than Schedules 1.4(D)(1) and 1.4(D)(2) hereto, which are attached hereto by way of example only) shall control.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall will not constitute part of such subdivisions and shall will be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall will be construed to include any other gender. (de) Examples shall will not be construed to limit, expressly or by implication, the matter they illustrate. (ef) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall will be construed to authorize such renewal, extension, modification, amendment or restatement. (fg) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gh) No consideration shall will be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (a) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (b) The words “"this Agreement,” “" "this instrument,” “" "herein,” “" "hereof,” “" "hereby,” “" "hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (c) Words in the singular form shall be construed to include the plural and vice versaviceversa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “"or” " is not intended to be exclusive and the word “"includes” " and its derivatives means “"includes, but is not limited to” " and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (a) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (b) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ai) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bii) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (ciii) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (div) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ev) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fvi) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gvii) No consideration shall be given to the fact or presumption that one party Party had a greater or lesser hand in drafting this Agreement. (viii) References to laws, regulations, and other governmental rules, as well as to contracts, agreements, and other instruments, shall mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date of this Agreement) and shall include all successor rules and instruments thereto. (ix) References to “$”, “cash”, or “dollars” shall mean the lawful currency of the United States.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “"this Agreement,” “", "this instrument,” “", "herein,” “", "hereof,” “", "hereby,” “", "hereunder” " and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (de) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (ef) The word "includes" and its derivatives means "includes, but is not limited to" and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (h) All references herein to $ or dollars shall mean to United States dollars. (i) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall will not constitute part of such subdivisions and shall will be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall will be construed to include any other gender. (de) Examples shall will not be construed to limit, expressly or by implication, the matter they illustrate. (ef) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall will be construed to authorize such renewal, extension, modification, amendment or restatement. (fg) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gh) No consideration shall will be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. This Agreement is executed by Seller, the Companies and Buyer, and the Individual Owners (for the purposes described below), on the date set forth above.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall will not constitute part of such subdivisions and shall will be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall will be construed to include any other gender. (de) Examples shall will not be construed to limit, expressly or by implication, the matter they illustrate. (ef) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall will be construed to authorize such renewal, extension, modification, amendment or restatement. (fg) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (gh) No consideration shall will be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. This Agreement is executed by Seller, the Companies and Buyer on the date set forth above.

References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. All references to “Schedule or “Schedules” are to the disclosure schedules attached hereto. (a) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (b) The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (fe) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (f) Each of the parties hereto acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon 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 against any party that drafted it is of no application and is hereby expressly waived. (g) No consideration Notwithstanding anything contained in this Agreement to the contrary, except as otherwise expressly provided in this Agreement, the Parties hereto covenant and agree that no amount shall be given (or is intended to be) included, in whole or in part (either as an increase or a reduction), more than once in the fact calculation of any calculated amount pursuant to this Agreement if the effect of such additional inclusion (either as an increase or presumption that one party had a greater reduction) would be to cause such amount to be over- or lesser hand in drafting under-counted for purposes of the transactions contemplated by this Agreement. The Parties hereto further covenant and agree that, with respect to any calculation of Cash or Net Working Capital pursuant to this Agreement, if there is a conflict between the terms set forth in this Agreement and GAAP, the terms set forth in this Agreement shall control.

References and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. (ab) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. (bc) The words “this Agreement,” ”, “this instrument,” ”, “herein,” ”, “hereof,” ”, “hereby,” ”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. (cd) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . (e) Pronouns in masculine, feminine and feminine, or neuter genders gender shall be construed to state and include any other gender. (df) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. (eg) The word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. (i) All references herein to “$” or “dollars” shall refer to U.S. Dollars. (j) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, ; provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions. (g) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.