Common use of Other Definitional and Interpretive Matters Clause in Contracts

Other Definitional and Interpretive Matters. (a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. (b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents. (c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1.

Other Definitional and Interpretive Matters. (a) Except as otherwise provided or unless the context otherwise requires, whenever used in For purposes of this Agreement, (i) the following rules shall apply: All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any noun or pronoun Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be deemed to include disregarded in construing the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms language hereof. The words “includethis Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” shall be deemed to be followed by the phrase “(in its various forms) means including without limitation,” (iv) . Unless expressly provided to the contrary, the word “or” shall be inclusive and is not exclusive, (v) all . All references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, (viii) and each reference accounting term partly defined herein to “days” shall be the extent not defined, will have the meaning given to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement it under GAAP as amended, supplemented, waived or otherwise modified in effect from time to time. Pronouns in masculine, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. (b) The provisions of this Agreement feminine or neuter genders shall be construed according to their fair meaning state and neither for nor against include any party hereto irrespective of which party caused such provisions other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to be draftedinclude the plural and vice versa, unless the context otherwise requires. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents. (c) Unless otherwise Except as expressly provided hereinotherwise in this Agreement, the measure of a period of one month references to any law or one year agreement means such law or agreement as it may be amended from time to time. References to any date shall mean such date in Fort Worth, Texas and for purposes of this Agreement calculating the time period in which any notice or action is to be given or undertaken hereunder, such period shall be that deemed to begin at 12:01 a.m. on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “to the extent” shall mean the degree or proportion to which a subject or other thing extends, and such phrase shall not mean simply “if.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of the following month such period during which notice is required to be given or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure action taken) shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th which is March 18th, and one month following March 31 is May 1a Business Day.

Other Definitional and Interpretive Matters. (a) Except When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such a period or is the first date of such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) The words such as otherwise provided or "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires, whenever . (c) Wherever the words "include," "includes" or "including" are used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” they shall be deemed to be followed by the phrase “words "without limitation,” limiting the foregoing in any respect." (ivd) Unless otherwise specified, any reference in this Agreement to any particular time of day shall mean the word “or” shall be inclusive local time in Port Louis, Mauritius on the particular day. (e) The Parties have participated jointly in the negotiation and not exclusive, (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part drafting of this Agreement for all purposesand, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” the event an ambiguity or “dollars” shall be to United States dollarsquestion of intent or interpretation arises, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. (b) The provisions of this Agreement shall be construed according to their fair meaning as jointly drafted by the Parties and neither for nor against no presumption or burden of proof shall arise favoring or disfavoring any party hereto irrespective of which party caused such provisions to be drafted. Each Party by virtue of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution authorship of the Transaction Documentsany provision of this Agreement. (cf) Unless otherwise expressly If a Closing does not occur, each provision of this Agreement which presumes that Swala has acquired the Investment Shares that are the subject of such Closing shall be construed as having been contingent on such Closing having occurred. (g) Except as specifically provided herein, if there is any conflict or inconsistency between a provision of the measure body of a period this Agreement and that of one month or one year for purposes an Exhibit, the provisions of the body of this Agreement shall be that date prevail to the extent of the following month conflict. (h) An item arising with respect to a specific representation or year corresponding warranty shall be deemed to be "reflected on" or "set forth in" any financial statements, to the starting date; providedextent any such phrase appears in such representation or warranty, howeverif: (i) there is a reserve, accrual or other similar item underlying a number on such financial statements that if no corresponding date exists, the measure shall be that date of the following month or year corresponding related to the next day following subject matter of such representation, (ii) such item is otherwise specifically set forth on any financial statements, or (iii) such item is specifically set forth in the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1notes thereto.

Other Definitional and Interpretive Matters. (a) Except as Unless otherwise expressly provided or unless the context otherwise requiresherein, whenever used in for purposes of this Agreement, (i) the following rules of interpretation shall apply. When calculating the period of time before which, within which or following which any noun act is to be done or pronoun step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be deemed to include excluded. If the plural and last day of such period is a non-Business Day, the singular, (ii) period in question shall end on the next succeeding Business Day. The use of masculine pronouns shall include the feminine and neuter, (iii) the terms “includeAffiliates” and “includingSubsidiaries” shall be deemed to be followed by the phrase words “as such entities exist as of the relevant date of determination”. Any reference in this Agreement to Dollars or $ shall mean U.S. dollars unless otherwise indicated. The Annex and Exhibits to this Agreement and the Company Disclosure Schedule and Parent Disclosure Schedule are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The word “including” or any variation thereof means “including, without limitation,” (iv) and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The word “or” shall be inclusive and is not exclusive, (v) all unless the context otherwise requires. The terms “ordinary course” or “ordinary course of business” shall mean “ordinary course of business consistent with past practice”. All references herein as to any time of day shall be references to Sections refer Eastern Time unless otherwise expressly specified. Whenever the phrase “made available” or “delivered” by the Company to Parent and/or Merger Sub is used in reference to a document, it shall mean the Sections document available for viewing in the “Project Saturday” electronic data room hosted by “B▇▇.▇▇▇”, as that site existed as of 5:00 p.m. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement, all references . An item arising with respect to Schedules refer a specific representation or warranty shall be deemed to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to be “herein” means a reference to “in this Agreement,” (vii) each reference to “$reflected on” or “dollarsset forth in” shall be to United States dollarsa balance sheet or financial statements, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided, however, that to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item on such balance sheet or financial statements that a definition of a term in this Agreement is inconsistent with specifically identifies the meaning of such term under GAAP, the definition set forth in this Agreement will control. (b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents. (c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18thapplicable amount related to, and one month following March 31 the subject matter of, such representation, or (B) such item and the amount thereof is May 1otherwise specifically identified on the balance sheet or financial statements.

Other Definitional and Interpretive Matters. (a) Except as Unless otherwise provided or unless the context otherwise requiresexpressly provided, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections for purposes of this Agreement, all references the following rules of interpretation shall apply: (a) When calculating the period of time before which, within which or following which any act is to Schedules refer to the Schedules attached to be done or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached step taken pursuant to this Agreement, each the date that is the reference date in calculating such period shall be excluded. If the last day of which such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) Any reference in this Agreement to $ shall mean U.S. dollars. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. (c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement for all purposes, (vi) each reference to “as if set forth in full herein” means a reference to “. Any capitalized terms used in this Agreement,” (vii) each reference to “$” any Schedule or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are Exhibit but not otherwise defined in this Agreement therein shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition be defined as set forth in this Agreement will controlAgreement. (bd) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (e) The provisions provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be construed according utilized in construing or interpreting this Agreement. All references in this Agreement to their fair meaning and neither for nor against any party hereto irrespective “Section” are to the corresponding Section of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documentsthis Agreement unless otherwise specified. (cf) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of Any reference in this Agreement to any Law shall be that mean such Law as amended to date of and shall include all rules and regulations promulgated thereunder. (g) The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1context otherwise requires.

Other Definitional and Interpretive Matters. (a) Except as Unless otherwise expressly provided or unless the context otherwise requiresherein, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections for purposes of this Agreement, all references the following rules of interpretation shall apply: (a) When calculating the period of time before which, within which or following which any act is to Schedules refer to the Schedules attached to be done or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached step taken pursuant to this Agreement, each the date that is the reference date in calculating such period shall be excluded. If the last day of which such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) Any reference in this Agreement to $ shall mean U.S. dollars. (c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement for all purposes, (vi) each reference to “as if set forth in full herein” means a reference to “. Any capitalized terms used in this Agreement,” (vii) each reference to “$” any Schedule or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are Exhibit but not otherwise defined in this Agreement therein shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition be defined as set forth in this Agreement will controlAgreement. (bd) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (e) The provisions provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be construed according utilized in construing or interpreting this Agreement. All references in this Agreement to their fair meaning and neither for nor against any party hereto irrespective “Article” or “Section” are to the corresponding Article or Section of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documentsthis Agreement unless otherwise specified. (cf) Unless otherwise expressly provided The words such as “herein, the measure of a period of one month or one year for purposes of ,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement shall be that date of as a whole and not merely to a subdivision in which such words appear unless the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1context otherwise requires.

Other Definitional and Interpretive Matters. (a) Except as Unless otherwise provided or unless the context otherwise requiresexpressly provided, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections for purposes of this Agreement, all references the following rules of interpretation shall apply: (a) When calculating the period of time before which, within which or following which any act is to Schedules refer to the Schedules attached to be done or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached step taken pursuant to this Agreement, each the date that is the reference date in calculating such period shall be excluded. If the last day of which such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) Any reference in this Agreement to $ shall mean U.S. dollars. (c) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement for all purposes, (vi) each reference to “as if set forth in full herein” means a reference to “in this Agreement,” (vii) each reference to “$” . Any matter or “dollars” item disclosed on one Schedule shall be deemed to United States dollars, (viii) have been disclosed on each reference other Schedule to “days” shall be the extent it is reasonably apparent that it is pertinent to calendar days, (ix) each reference to the subject matter of such other Schedule. Any capitalized terms used in any contract Schedule or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are Exhibit but not otherwise defined in this Agreement therein shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition be defined as set forth in this Agreement will controlAgreement. (bd) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (e) The provisions provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be construed according utilized in construing or interpreting this Agreement. All references in this Agreement to their fair meaning and neither for nor against any party hereto irrespective “Section” are to the corresponding Section of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documentsthis Agreement unless otherwise specified. (cf) Unless otherwise expressly provided The words such as “herein, the measure of a period of one month or one year for purposes of ,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (g) The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that date of the following month or year corresponding it follows to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the specific or similar items or matters immediately following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1it.

Other Definitional and Interpretive Matters. (a) Except as Unless otherwise expressly provided or unless the context otherwise requiresherein, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections for purposes of this Agreement, all references the following rules of interpretation shall apply: (a) When calculating the period of time before which, within which or following which any act is to Schedules refer to the Schedules attached to be done or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached step taken pursuant to this Agreement, each the date that is the reference date in calculating such period shall be excluded. If the last day of which such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. (b) Any reference in this Agreement to $ shall mean U.S. dollars. (c) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement for all purposes, (vi) each reference to “as if set forth in full herein” means a reference to “. Any capitalized terms used in this Agreement,” (vii) each reference to “$” any Exhibit or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are Schedule but not otherwise defined in this Agreement therein shall have the meanings given to them under GAAP; provided, however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition be defined as set forth in this Agreement will controlAgreement. (bd) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (e) The provisions provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be construed according utilized in construing or interpreting this Agreement. All references in this Agreement to their fair meaning and neither for nor against any party hereto irrespective “Article” or “Section” are to the corresponding Article or Section of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documentsthis Agreement unless otherwise specified. (cf) Unless otherwise expressly provided The words such as “herein, the measure of a period of one month or one year for purposes of ,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement shall be that date of as a whole and not merely to a subdivision in which such words appear unless the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1context otherwise requires.

Other Definitional and Interpretive Matters. (a) Except The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event 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 provisions of this Agreement. (b) The words “hereof,” “herein,” “hereby,” “hereunder” and “herewith” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of 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”. References to articles, sections, clauses, paragraphs, exhibits, annexes and schedules are to the articles, sections, clauses and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise provided specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or unless interpretation of this Agreement. Whenever the context otherwise requires, whenever words “include,” “includes” or “including” are used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” they shall be deemed to be followed by the phrase “without limitation,.” (iv) Words describing the word “or” singular number shall be inclusive deemed to include the plural and not exclusivevice versa, (v) words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to Sections a Person are also to its permitted successors and assigns. The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to the Sections date set forth in the Preamble, unless the context requires otherwise. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). Terms defined in the text of this Agreement have such meaning throughout this Agreement, all references to Schedules refer to the Schedules attached to or delivered with unless otherwise indicated in this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to them under GAAP; providedherein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, howevermodified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that to the extent that a definition for purposes of a term any representations and warranties contained in this Agreement is inconsistent with the meaning that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such term under GAAPdate). All references to “dollars” or “$” refer to currency of the United States of America. All references to “U.S.” or the “United States” are to the United States of America, including its territories and possessions. Any reference to “days” means calendar days unless Business Days are expressly specified. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the definition set forth date that is the reference date in this Agreement will control. calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. Unless otherwise specified, the words “made available to,” “delivered to” or “disclosed to” Buyer (bor words of similar import) The provisions means the documents (x) posted to the “data rooms” and online “data sites” maintained by or on behalf of the Company prior to 3:00 p.m. (New York City time) on the date of this Agreement shall be construed according or, if requested thereafter by Buyer or its Representatives, provided directly to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each representatives of the parties hereto acknowledges that it has been represented by Buyer via electronic mail, or (y) included as an attorney in connection with exhibit to the preparation and execution of the Transaction Documents. (c) Unless otherwise expressly provided hereinSeller SEC Reports filed with, or furnished to, the measure of a period of one month or one year for purposes SEC by Seller and publicly available prior to the date of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1Agreement.