Common use of Terms and Usage Generally Clause in Contracts

Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreement.

Terms and Usage Generally. Unless The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless the context shall otherwise clearly requiresrequire. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatewords, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions shall be deemed to mean “including without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereofhereto,” “hereunderhereof” and other words of similar import refer to this Agreement as a whole whole, including the Schedules and Exhibits, and not to any particular Articlesection, Sectionsubsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or other subdivision“including” shall be deemed to be followed by the words “without limitation”; and (e) financial terms shall have the meanings given to such terms under GAAP, unless otherwise specified herein; (f) references to “$” or “dollar” or “US$” shall be references to United States dollars; (g) any definition the word “or” is disjunctive but not necessarily exclusive; (h) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) the word “day” means calendar day, unless Business Day is expressly specified; (j) the word “extent” in the phrase “to the extent” means the degree to which a subject or reference other thing extends, and such phrase shall not mean simply “if”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (l) all references to any agreement, instrument, document, statute Law or regulation herein shall Contract will be construed as referring to such agreement, instrument, document, statute Law or regulation Contract as from time to time amended, supplemented or otherwise modified from time to time; and (subject m) the words “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary course of such business in all material respects that is materially consistent with past practice. If any restrictions action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit day but on the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreementfirst succeeding Business Day thereafter.

Terms and Usage Generally. Unless The definitions in Section 4.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Annexes and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, and Annexes and Schedules to, this Agreement unless the context shall otherwise require. All Annexes and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. To the extent Annex A conflicts with the other terms of the LLC Agreement, Annex A shall control. The terms “including clause(s)” and “subparagraph(s)” shall be used herein interchangeably. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references . All accounting terms not defined in this Agreement shall have the meanings determined by United States generally accepted accounting principles as in effect from time to designated time. The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement. Unless otherwise expressly provided herein, Sectionreferences to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, paragraph, clause any statute defined or other subdivision; and (g) referred to herein or in any definition of agreement or reference instrument that is referred to any agreement, instrument, document, herein means such statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise modified (subject expressly provided herein, any agreement or instrument defined or referred to herein or in any restrictions on agreement or instrument that is referred to herein means such amendmentsagreement or instrument as from time to time amended, supplements modified, supplemented or modifications set forth herein). The headings in this Agreement are inserted for convenience only restated, including by waiver or consent, and are in no way intended references to describeall attachments thereto and instruments incorporated therein, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them but in the Equityholders case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. Unless otherwise expressly provided herein, the word “or” is inclusive.

Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has The definitions in Annex A shall apply equally to both the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from singular and plural forms of the terms defined. Whenever the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Annexes and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean “including without limitation”; (f) all be references in to Articles and Sections of, and Annexes and Schedules to, this Agreement to designated unless the context shall otherwise require. All Annexes and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “Articlesinclude,” “Sections,” “paragraphs,” “clausesincludes” and other subdivisions are “including” shall be deemed to be followed by the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the phrase “without limitation.” The words “herein,” “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement. Except as otherwise indicated, Section, paragraph, clause the word “or” shall not be exclusive and shall mean “and/or.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other subdivision; thing extends, and (g) any definition of or reference such phrase shall not mean simply “if.” References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument, document, instrument or statute defined or regulation referred to herein shall be construed as referring or in any agreement or instrument that is referred to herein means such agreement, instrument, document, instrument or statute or regulation as from time to time amended, supplemented modified or otherwise modified (subject to any restrictions on such amendmentssupplemented, supplements or modifications set forth herein)[***] Confidential treatment has been requested for the bracketed portions. The headings in this Agreement are inserted for convenience only confidential redacted portion has been omitted and are in no way intended to describe, interpret, define, or limit filed separately with the scope, extent or intent of this Agreement or any provisions contained hereinSecurities and Exchange Commission. Any capitalized terms used herein and not defined shall have the meanings ascribed to them including (in the Equityholders Agreementcase of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

Terms and Usage Generally. Unless the context otherwise clearly requires: (a) a term has The definitions in Section 1.01 shall apply equally to both the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from singular and plural forms of the terms defined. Whenever the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Exhibits and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, or Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “including include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated . The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other subdivision; thing extends, and (g) any definition of or reference such phrase shall not mean simply “if”. References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument, document, instrument or statute defined or regulation referred to herein shall be construed as referring or in any agreement or instrument that is referred to herein means such agreement, instrument, document, instrument or statute or regulation as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreementcase of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

Terms and Usage Generally. Unless The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Exhibits and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “including include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated . The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other subdivision; thing extends, and (g) any definition of or reference such phrase shall not mean simply “if”. References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument, document, instrument or statute defined or regulation referred to herein shall be construed as referring or in any agreement or instrument that is referred to herein means such agreement, instrument, document, instrument or statute or regulation as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreementcase of agreements or instruments) by waiver or Consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

Terms and Usage Generally. Unless The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Exhibits and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The terms “including clause(s)” and “subparagraph(s)” shall be used herein interchangeably. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated . The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Articleprovision of this Agreement. Unless otherwise expressly provided herein, Sectionreferences to a Person are also to its permitted successors and permitted assigns, paragraphincluding by operation of law pursuant to any merger, clause consolidation or other subdivision; and (g) transaction. Unless otherwise expressly provided herein, references to a Person owning or holding any definition of asset or reference to any agreement, instrument, document, statute property directly or regulation herein indirectly shall be construed as referring deemed to include the assets and properties owned or held by such agreementPerson’s Subsidiaries and all other Persons in which such Person directly or indirectly owns Equity Securities. Unless otherwise expressly provided herein, instrument, document, any statute defined or regulation referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified, supplemented or restated, including by succession of comparable successor statutes. Unless otherwise modified (subject expressly provided herein, any agreement or instrument defined or referred to herein or in any restrictions on agreement or instrument that is referred to herein means such amendmentsagreement or instrument as from time to time amended, supplements modified, supplemented or modifications set forth herein). The headings in this Agreement are inserted for convenience only restated, including by waiver or consent, and are in no way intended references to describeall attachments thereto and instruments incorporated therein, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them but in the Equityholders case of each of the foregoing, only to the extent that such amendment, modification, supplement, restatement, waiver or consent is effected in accordance with this Agreement. Unless otherwise expressly provided herein, the word “or” is inclusive.

Terms and Usage Generally. Unless The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Annexes, Exhibits and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, Annexes and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Annexes, Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “including include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated . The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other subdivision; thing extends, and (g) any definition of or reference such phrase shall not mean simply “if”. References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument, document, instrument or statute defined or regulation referred to herein shall be construed as referring or in any agreement or instrument that is referred to herein means such agreement, instrument, document, instrument or statute or regulation as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreementcase of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

Terms and Usage Generally. Unless The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriatemay require, each term stated in either the singular or the plural any pronoun shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the corresponding masculine, feminine and neuter; (d) provisions apply neuter forms. All references herein to successive events Articles, Sections, Exhibits and transactions; (e) all references in this Agreement to “include” or “including” or similar expressions Schedules shall be deemed to mean be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words “including include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated . The words “Articles,” hereof”, “Sections,” “paragraphs,” “clausesherein” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause provision of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other subdivision; thing extends, and (g) any definition of or reference such phrase shall not mean simply “if”. References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument, document, instrument or statute defined or regulation referred to herein shall be construed as referring or in any agreement or instrument that is referred to herein means such agreement, instrument, document, instrument or statute or regulation as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. Any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Equityholders Agreementcase of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.