Common use of Mutual Drafting; Interpretation Clause in Contracts

Mutual Drafting; Interpretation. Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this Agreement, when determining whether an item is “material” to Parent or the Company, the term “material” shall be interpreted to mean, as applicable, “material to the business of Parent and its Subsidiaries, taken as a whole” or “material to the business of the Company and its Subsidiaries, taken as a whole.”

Mutual Drafting; Interpretation. (a) Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections,” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes. No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such exhibit or schedule, as applicable. (b) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, The words “include,” “includes” or “including” mean “including without limitation,” and the words “includehereof,” “hereby,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not any particular section in which such words appear. The words “shall” and “including,will” have the same meaning. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and variations thereof, such phrase shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words mean simply “without limitationif.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this Agreement, when determining whether an item is “material” to Parent or the Company, the term “material” and shall be interpreted as “and/or”. Similarly, unless the context requires otherwise, the words “neither,” “nor,” “any,” and “either” are not exclusive. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to mean, as applicable, “material refer to the business date set forth in the preamble to this Agreement. If a term is defined as one part of Parent and its Subsidiaries, taken speech (such as a whole” noun), it has a corresponding meaning when used in other grammatical forms or “material to the business as another part of the Company and its Subsidiaries, taken speech (such as a wholeverb). References to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by .pdf, ..tif, .gif, .jpg or similar attachment to email. “Written” will be construed in the same manner.”

Mutual Drafting; Interpretation. Each Party party has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine each gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genderseach other gender. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words As used in this Agreement, references to a “made available to Parentparty” or the “made available parties” are intended to the Company”, as applicable, and words of similar import refer to documents (a) posted a party to the data room maintained by Parent this Agreement or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically parties to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this Agreement, when determining whether an item is “material” to Parent Axcelis or the CompanyVeeco, the term “material” shall be interpreted to mean, as applicable, “material to the business of Parent Axcelis and its Subsidiaries, taken as a whole” or “material to the business of the Company Veeco and its Subsidiaries, taken as a whole.”” The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant related to the same subject matter (regardless of the relative levels of specificity) which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty or covenant. As used in this Agreement, documents or other information or materials will be deemed to have been “made available” by a party if such documents, information or materials have been continuously made accessible to the other party by 12:00 p.m. Eastern time on the date of this Agreement.

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, ; (b) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All ; (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) references to a Person are also to such Person’s successors and permitted assigns; (g) all references in this Agreement to “$” are intended to “or other monetary amounts refer to U.S. dollars. Unless ; (h) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In ; (i) all references to the “date of this Agreement” shall refer to the date this Agreement is made and entered into; (j) although the same or similar subject matters may be addressed in different provisions, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, when determining whether an item is “material” to Parent or the Company, the term “material” each such provision shall be interpreted read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content); and any Contract or Law defined or referred to meanherein or in any agreement or instrument that is referred to herein means such Contract or Law as from time to time amended, as applicablemodified or supplemented, “material to including (in the business case of Parent Laws) by succession of comparable successor Laws and its Subsidiaries, taken as a whole” or “material to (in the business case of the Company Laws) any rules and its Subsidiaries, taken as a wholeregulations promulgated under said Laws.”

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words word “made available to Parentor” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreementshall not be exclusive. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In Disclosure of any item on the Company Disclosure Schedule by reference to any particular Section or Subsection of this Agreement, when determining whether an item Agreement shall be deemed to constitute disclosure with respect to any other Section or Subsection of this Agreement if the applicability of such disclosure to such other Section or Subsection is “material” to Parent reasonably apparent from such disclosure or the Company, the term “material” shall be interpreted to mean, as applicable, “material to the business of Parent and its Subsidiaries, taken as a whole” or “material to the business of the Company and its Subsidiaries, taken as a wholecontext in which such disclosure is made.”

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; , the masculine gender shall include the feminine and neuter genders; , the feminine gender shall include the masculine and neuter genders; genders and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “AnnexesArticles” and “Schedules” are intended to refer to Sections of this Agreement and ExhibitsSections, Annexes Articles and Schedules to this Agreement. Schedule A attached to this Agreement constitutes a part of this Agreement and is incorporated herein for all purposes. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The words “shall” and “will” may be used interchangeably herein and shall have the same meaning. All references in this Agreement to “$” are intended references to refer to U.S. United States dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this AgreementExcept as otherwise specified, when determining whether an item is “material” (i) references to Parent or the Company, the term “material” any statute shall be interpreted deemed to meanrefer to such statute as amended from time to time and to any rules or regulations promulgated thereunder, as applicable(ii) references to any Person include the successors and permitted assigns of that Person, “material to the business of Parent and its Subsidiaries(iii) references from or through any date mean from and including or through and including, taken as a whole” or “material to the business of the Company and its Subsidiaries, taken as a wholerespectively.”

Mutual Drafting; Interpretation. Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In Disclosure of any item on the Company Disclosure Letter or the Parent Disclosure Letter by reference to any particular Section or Subsection of this Agreement shall be deemed to constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent from such disclosure or the context in which such disclosure is made. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, when determining whether an item is “material” refer to Parent this Agreement as a whole and not to any particular provision of this Agreement. References in this Agreement to any agreement, instrument, statute, rule or the Company, the term “material” shall be interpreted to mean, as applicable, “material regulation are to the business agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of Parent statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section. References to a Person are also to its Subsidiaries, taken as a whole” successors and permitted assigns. All terms defined in this Agreement shall have the defined meanings when used in any certificate or “material to the business of the Company and its Subsidiaries, taken as a wholeother document made or delivered pursuant thereto unless otherwise defined therein.”

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “SchedulesAnnexes” are intended to refer to Sections of this Agreement and Exhibits, Exhibits and Annexes and Schedules to this Agreement. The Company Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In Disclosure of any item on the Company Disclosure Letter by reference to any particular Section or Subsection of this Agreement shall be deemed to constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is reasonably apparent on the face of such disclosure. Except as otherwise indicated, “made available” or terms of similar import mean (i) made available to Parent and its advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, when determining whether an item is “material” to Parent or (ii) as publicly filed or furnished by the CompanyCompany with the SEC, the term “material” shall be interpreted to meanin each case, as applicable, “material at least one (1) Business Day prior to the business of Parent and its Subsidiaries, taken as a whole” or “material to the business of the Company and its Subsidiaries, taken as a wholedate hereof.”

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall will arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall will include the plural, and vice versa; the masculine gender shall will include the feminine and neuter genders; the feminine gender shall will include the masculine and neuter genders; and the neuter gender shall will include masculine and feminine genders. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereofthereof and words of similar import, shall will not be deemed to be terms of limitation, but rather shall will be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Except as otherwise expressly provided herein, any Law defined or referred to herein will refer to such Law as amended and the rules and regulations promulgated thereunder. Unless otherwise specifically provided for herein, the term “or” shall will not be deemed to be exclusive. In The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement, when determining whether an item is . The word “material” to Parent or the Company, the term “materialwill” shall be interpreted construed to mean, have the same meaning and effect as applicable, the word “material shall.” References to the business of Parent and its Subsidiaries, taken as a whole” or “material to the business of the Company and its Subsidiaries, taken as a wholedays mean calendar days unless otherwise specified.”

Mutual Drafting; Interpretation. Each Party party hereto has participated in the drafting of this Agreement, which each Party party acknowledges is the result of extensive negotiations between the Partiesparties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available to Parent” or “made available to the Company”, as applicable, and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable in connection with the Transactions, (b) delivered in person or electronically to Parent and Merger Sub or the Company or any of their respective Representatives, as applicable, or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “SchedulesAnnexes” are intended to refer to Sections of this Agreement and Exhibits, Exhibits and Annexes and Schedules to this Agreement. The Company Disclosure Letter and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In Disclosure of any item on the Company Disclosure Letter by reference to any particular Section or Subsection of this Agreement, when determining whether an item Agreement shall be deemed to constitute disclosure with respect to any other Section or Subsection of this Agreement if the relevance of such disclosure to such other Section or Subsection is “material” to Parent reasonably apparent from such disclosure or the Company, the term “material” shall be interpreted to mean, context in which such disclosure is made. Except as applicableotherwise indicated, “material made available” or terms of similar import mean made available to the business of Parent and its Subsidiaries, taken as a whole” or “material advisors in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement at least one (1) day prior to the business of the Company and its Subsidiaries, taken as a wholedate hereof.”

Mutual Drafting; Interpretation. Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between among the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The words “made available hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to Parentthis Agreement as a whole and not to any particular provision of this Agreement. As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. Any Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated, and any Law referred to herein shall be deemed to also refer to all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires. References to a Person are also to its successors and permitted assigns. If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement is not a Business Day, the period shall end on the immediately following Business Day. The words “made available to the Company”, as applicable, PropCo Buyer” and words of similar import refer to documents (a) posted to the data room maintained by Parent or the Company or their respective Representatives, as applicable its Representatives in connection with the Transactionstransactions contemplated by this Agreement, (b) delivered in person or electronically to Parent and PropCo Buyer, PropCo Merger Sub or the Company or any of their respective Representatives, as applicable, Representatives or (c) that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (on ▇▇▇▇▇) database of the SEC, in each case, at least one Business Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. In this Agreement, when determining whether an item is References to “material” to Parent or the Company, the term “materialdays” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires the PropCo Merger Sub to take any action, such requirement shall be interpreted deemed to mean, as applicable, “material include an undertaking on the part of PropCo Buyer to cause the business of Parent and its Subsidiaries, taken as a whole” or “material PropCo Merger Sub to the business of the Company and its Subsidiaries, taken as a wholetake such action.”