Common use of Interpretative Matters Clause in Contracts

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or and “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “ExhibitsSections,” “SectionsExhibits” or “Schedules” shall be to Articles, ExhibitsSections, Sections Exhibits or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, permitted successors and permitted assigns of such Person where the context so permitsPerson; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) except as otherwise expressly provided herein, wherever a conflict exists between this Agreement and any other agreementagreement referenced herein, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (ki) references to any agreement, agreement or contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit agreement or schedule contract as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and (j) the parties hereto have participated jointly in the negotiation and references to drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) the singular shall include the plural and the plural shall include the singular wherever appropriate; (c) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Sections”, “Articles,” ”, “Exhibits,” and “Sections” or “SchedulesAppendices” shall be to Sections, Articles, Exhibits, Sections or Schedules Exhibits and Appendices of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permitsPerson; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (k) references to any agreement, agreement or contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit agreement or schedule contract as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and (k) the parties hereto have participated jointly in the negotiation and references to drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or and “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “ExhibitsSections,” “SectionsExhibits” or “Schedules” shall be to Articles, ExhibitsSections, Sections Exhibits or Schedules of or to this Agreement;; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (g) references to any Person include the heirs, executors, administrators, legal representatives, permitted successors and permitted assigns of such Person where the context so permitsPerson; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) except as otherwise expressly provided herein, wherever a conflict exists between this Agreement and any other agreementagreement referenced herein, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (ki) references to any agreement, agreement or contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit agreement or schedule contract as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and (j) the parties hereto have participated jointly in the negotiation and references to drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and; (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and ; (l) references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable; and (m) references in this Agreement to redemptions shall not be deemed to include actions taken upon a liquidation, winding-up or dissolution of the Company, and a reference to any of a dissolution, liquidation or winding—up of the Company shall refer to each such transaction.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: : (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; ; (b) words importing any gender shall include other genders; ; (c) words importing the singular only shall include the plural and vice versa; ; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; ; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; ; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; Person; (h) the use of the words “or,” “either” and “any” shall not be exclusive; ; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; ; (j) references to “$” mean or “dollars” means the lawful currency of the United States of America; and (k) references to any agreement, contract, guideline, exhibit contract or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit contract or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to (l) the parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: requires (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; ; (b) words importing any gender shall include other genders; ; (c) words importing the singular only shall include the plural and vice versa; ; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; ; (e) the words “hereof,” “herein,” “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (f) references to “ArticlesSections,” “Exhibits,” “Sections” or “Schedules” shall be to ArticlesSections, Exhibits, Sections Exhibits or Schedules of or to this Agreement; ; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; Person; (h) the use of the words “or,” “either” and “any” shall not be exclusive; ; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; ; (j) references to “$” mean or “dollars” means the lawful currency of the United States of America; and (k) all payments under this Agreement shall be, and all references to payment (whether or not so referenced) shall be deemed to be, a reference to immediately available funds in dollars, (l) references to any law, regulation, rule, agreement, contract, guideline, exhibit contract or scheduleschedule (including to Schedule A attached hereto), unless otherwise stated, are to such law, regulation, rule, agreement, contract, guideline, exhibit contract or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; thereof and references to any Law or a particular provision of any Law, (m) unless otherwise statedspecified, are any reference to “days” (and not to a type of days such Law and any successor Law as “trading days” or “Business Days”) shall be a reference to such provision of Law and the corresponding provision in any successor Law, as applicablecalendar days.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or and “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references Agreement;references to “Articles,” “ExhibitsSections,” “SectionsExhibits” or “Schedules” shall be to Articles, ExhibitsSections, Sections Exhibits or Schedules of or to this Agreement; (gf) references to any Person include the heirs, executors, administrators, legal representatives, permitted successors and permitted assigns of such Person where the context so permitsPerson; (hg) the use of the words “or,” “either” and “any” shall not be exclusive; (i) except as otherwise expressly provided herein, wherever a conflict exists between this Agreement and any other agreementagreement referenced herein, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (kh) references to any agreement, agreement or contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit agreement or schedule contract as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and (i) the parties hereto have participated jointly in the negotiation and references to drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein,” “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and; (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and and (l) references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) whenever the words “include,” “includes” or “including” shall are used in this Agreement, they will be deemed to be followed by the words “without limitation;”; (e) whenever the words “hereof,” “herein” and or “herewithhereunder” and words of similar import shallare used in this Agreement, unless otherwise stated, they will be construed deemed to refer to this Agreement as a whole and not to any particular provision of this Agreementspecific Section, unless otherwise indicated; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to the terms “dollars” and “$” shall mean the lawful currency dollars of the United States of America; and (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: : (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; ; (b) words importing any gender shall include other genders; ; (c) words importing the singular only shall include the plural and vice versa; ; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; ; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; ; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; ; (h) the use of the words “or,” “either” and “any” shall not be exclusive; ; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; ; (j) references to “$” mean the lawful currency of the United States of America; and and (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; America; (j) references to “$” mean the lawful currency of the United States of America; andof (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and and (l) references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicable.

Interpretative Matters. In this Agreement, unless otherwise specified or where Unless the context otherwise requires: , (ai) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in or attached to this Agreement; (ii) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing describing the singular only number shall include the plural and vice versa; ; (diii) the words “include,” “includes” or “including” denoting either gender shall be deemed to be followed by the include both genders and words “without limitation”; denoting natural Persons shall include all Persons and vice versa; (eiv) the words “hereof,” “herein,” and “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (fv) references to whenever the words “Articlesinclude,” “Exhibitsincludes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation”; (vi) the phrases “the date of this Agreement,” “Sectionsthe date hereof,” or “Schedulesof even date herewith” and terms of similar import, shall be deemed to Articles, Exhibits, Sections or Schedules of or refer to the date set forth in the preamble to this Agreement; ; and (gvii) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, unless otherwise specified. The parties have participated jointly in the negotiation and any other agreementdrafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall control but solely to be construed as if drafted jointly by the extent parties and no presumption or burden of such conflict; (j) references to “$” mean the lawful currency proof shall arise favoring or disfavoring any Person by virtue of the United States authorship of America; and (k) references any provision of this Agreement. The omission of any indemnification obligations of the Purchasers in Section 9 shall not be deemed to constitute a waiver by the Company of any of its rights or remedies with respect to any agreementbreach by the Purchasers of their representations, contractwarranties, guideline, exhibit covenants or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to any Law or a particular provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicableagreements hereunder.

Interpretative Matters. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns of such Person where the context so permitsPerson; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” mean the lawful currency of the United States of America; and (k) references to any agreement, agreement or contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit agreement or schedule contract as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and (k) the parties hereto have participated jointly in the negotiation and references to drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Law or a particular provision party hereto by virtue of the authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision provisions of Law and the corresponding provision in any successor Law, as applicablethis Agreement.

Interpretative Matters. In this Agreement, unless otherwise specified or where Unless the context otherwise requires: requires otherwise: (a) the headings of particular provisions of any pronoun used in this Agreement are inserted for convenience only shall include the corresponding masculine, feminine or neutral forms; (b) references to Sections, Schedules, Exhibits, paragraphs and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (b) words importing any gender shall include other genders; ; (c) words importing the singular only shall include the plural and vice versa; (d) the words terms “include,” ”, “includes” or ”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (ed) the words terms “hereof,” ”, “herein” and or “herewithhereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) references defined terms herein will apply equally to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules both the singular and plural forms and derivative forms of or to this Agreement; defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any Person include the such Person and their respective heirs, executors, administrators, successors, legal representatives, successors representatives and permitted assigns of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; assigns; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$days” mean are to calendar days unless otherwise indicated; (j) when calculating the lawful currency period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the United States of Americadate that is the reference date in calculating such period shall be excluded; and (k) references to any agreement“writing” or “written” shall include electronic mail; (l) all references to $, contractcurrency, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended monetary values and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereofdollars set forth herein means United States dollars; and (m) all references to “outstanding units” shall include only those units issued and outstanding as of the particular date of reference and, for the avoidance of doubt, shall not be calculated on a fully-diluted basis unless expressly required to be so calculated. Each party acknowledges that it was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against any Law or a particular provision of any Law, unless otherwise stated, are party because one is deemed to such Law and any successor Law or to such provision of Law and be the corresponding provision in any successor Law, as applicableauthor thereof.

Interpretative Matters. In this Agreement, unless otherwise specified or where Unless the context otherwise requires: , (a) the headings of particular provisions of this Agreement all references to Articles, Sections or Schedules are inserted for convenience only and will not be construed as a part of this Agreement to Articles, Sections or serve as a limitation or expansion on the scope of any term or provision of Schedules in this Agreement; , (b) words importing any gender shall include other genders; each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words importing in the singular only or plural include the singular and plural, pronouns stated in either the masculine, the feminine or neuter gender shall include the plural masculine, feminine and vice versa; neuter, (d) the words terms “include,” “includes,” or and “including” shall be deemed to be followed mean by the words “without way of example and not by way of limitation”; , (e) “or” is not exclusive, (f) the phrases “arising out of” or “arises out of” mean arising out of, in connection with or otherwise relating to (notwithstanding that in some cases all of such words may be used and in most cases they are not); (g) a reference in a document to an article, section, exhibit or schedule is to the article, section, exhibit or schedule of such document unless otherwise indicated, (h) references to any document shall include all exhibits, schedules and other attachments thereto, and (i) the words “hereof,” “herein,” and “herewithhereunder” and words of similar import shall, unless otherwise stated, be construed to when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits, Sections or Schedules . The parties hereto have participated jointly in the negotiation and drafting of or to this Agreement; (g) references to any Person include the heirs, executors, administrators, legal representatives, successors and permitted assigns . If an ambiguity or questions of such Person where the context so permits; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreementintent or interpretation arises, this Agreement shall control but solely to be construed as if drafted jointly by the extent parties, and no presumption or burden of such conflict; (j) references to “$” mean the lawful currency proof shall arise favoring any party by virtue of the United States of America; and (k) references to any agreement, contract, guideline, exhibit or schedule, unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as amended, amended and restated, replaced, substituted, modified or supplemented from time to time in accordance with the terms hereof and thereof; and references to any Law or a particular provision authorship of any Law, unless otherwise stated, are to such Law and any successor Law or to such provision of Law and the corresponding provision in any successor Law, as applicableprovisions of this Agreement.