Common use of Construction; Interpretation Clause in Contracts

Construction; Interpretation. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.

Construction; Interpretation. The parties have participated jointly term “this Agreement” means this Transaction Support Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the negotiation terms hereof. The headings set forth in this Agreement are inserted for convenience only and drafting shall not affect in any way the meaning or interpretation of this Agreement. In No Party, nor its respective counsel, shall be deemed the event drafter of an ambiguity or question this Agreement for purposes of intent or interpretation arisesconstruing the provisions hereof, and all provisions of this Agreement shall be construed as if drafted jointly according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the parties context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and no presumption words of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or similar import refer to this Agreement unless otherwise indicated. Whenever as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The ”; (e) references to “dollars$” or “$dollar” or “US$” shall be references to United States dollars. Reference ; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) all references to any Applicable Law means will be to such Applicable Law as amended, modified, codified, replaced supplemented or reenacted, and otherwise modified or re-enacted from time to time; (l) all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference references to any Person includes such Person’s successors and assigns but only if such successors and assigns Contract are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute to that Contract as amended or regulation defined or referred to herein means such agreement, instrument or statute as modified from time to time amended, modified in accordance with the terms thereof (subject to any restrictions on amendments or supplemented, including (modifications set forth in the case of agreements and instruments) by waiver or consent this Agreement); and (m) any reference to “BOA” in this Agreement shall mean and refer to the case of statutes “Surviving Corporation” from and regulations) by succession of comparable successor statutes after the Effective Time. If any action under this Agreement is required to be done or regulationstaken on a day that is not a Business Day, as applicablethen such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Construction; Interpretation. The parties have participated jointly in the negotiation and drafting headings herein are for convenience only, do not constitute a part of this AgreementAgreement and shall not be deemed to limit or affect any of the provisions hereof. In The language used in this Agreement will be deemed to be the event language chosen by the parties to express their mutual intent, and no rules of an ambiguity or question of intent or interpretation arises, this strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties parties, and no presumption of or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this AgreementAgreement or any of the Transaction Documents. When a reference is made Unless otherwise indicated to an Articlethe contrary herein by the context or use thereof: (i) the words, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit “herein,” “hereto,” “hereof” and words of or similar import refer to this Agreement unless otherwise indicated. Whenever as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and ”; (v) financial terms shall have the words “hereof,” “meanings given to such terms under GAAP unless otherwise specified herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The ; (vi) references to “dollars$” or “$dollar” or “US$” shall be references to United States dollars. Reference ; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to any Applicable Law means such Applicable Law as amended, modified, codified, replaced the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or reenactedother thing extends, and all rules such phrase shall not mean simply “if”; and regulations promulgated thereunder. The definitions contained in (ix) if any action under this Agreement are applicable is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablefirst succeeding Business Day thereafter.

Construction; Interpretation. The parties have participated jointly term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the negotiation terms hereof. The headings set forth in this Agreement are inserted for convenience only and drafting shall not affect in any way the meaning or interpretation of this Agreement. In No Party, nor its respective counsel, shall be deemed the event drafter of an ambiguity or question this Agreement for purposes of intent or interpretation arisesconstruing the provisions hereof, and all provisions of this Agreement shall be construed as if drafted jointly according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the parties context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and no presumption words of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or similar import refer to this Agreement unless otherwise indicated. Whenever as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”; (e) references to “$” The or “dollar” or “US$” shall be references to United States dollars; (f) the word “Agreement,or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means this Agreement as amended calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or supplementedother thing extends, together with and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules attached hereto or incorporated by reference, and of this Agreement; (k) the words “hereof,provided” or “herein,made available” “hereto,” “hereunder” and other or words of similar import (regardless of whether capitalized or not) shall refer mean, when used with reference to this Agreement in its entirety documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located at hxxxx://xx.xxxxxx.xxx under the project names “VSee” and not “iDoc” as of 5:00 p.m., Eastern Time, at least one (1) day prior to any particular Article, Section or provision the date of this Agreement. The ; (l) all references to “dollars” or “$” shall any Law will be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced supplemented or reenacted, otherwise modified or re-enacted from time to time; and (m) all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference references to any Person includes such Person’s successors and assigns but only if such successors and assigns Contract are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute to that Contract as amended or regulation defined or referred to herein means such agreement, instrument or statute as modified from time to time amendedin accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day, modified then such action shall be required to be done or supplemented, including (in taken not on such day but on the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablefirst succeeding Business Day thereafter.

Construction; Interpretation. The Sections and other headings and subheadings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, all references to days or months shall be deemed to refer to a section or subsection of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. In the event of If 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 of or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When Wherever a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to conflict exists between this Agreement unless otherwise indicated. Whenever the words “include”and any other agreement, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable control but solely to the singular as well as the plural forms extent of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicableconflict.

Construction; Interpretation. Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever. The parties have participated jointly table of contents to this Agreement is for reference purposes only and shall not affect in any way the negotiation and drafting meaning or interpretation of this Agreement. In Whenever required by the event of an ambiguity or question of intent or interpretation arisescontext, any pronoun used in this Agreement or the Trident Disclosure Letter or Patriot Disclosure Letter shall be construed include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if drafted jointly by the parties and no presumption of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicatedapplicable hereof. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,or” shall not be exclusive. The word “extent” in the phrase “to the extent” means this Agreement as amended the degree to which a subject or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by referenceother thing extends, and the such phrase does not simply mean “if”. The words “hereof,” “herein,” “hereto,” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement in its entirety as a whole and not to any particular Article, Section or provision of this Agreement. The All references to “dollars” or “$” any period of days shall be to the relevant number of calendar days unless otherwise specified. All references to dollars or $ shall be references to United States dollars. Reference to any Applicable Law means such Applicable Law All accounting terms shall have their respective meanings under GAAP. The Parties have participated jointly in the negotiation and drafting of this Agreement and the Other Transaction Agreements. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as amended, modified, codified, replaced or reenactedif drafted jointly by the Parties, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the singular as well as authorship of any of the plural forms provisions of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided hereinFor the avoidance of doubt, “consistent with past practice” when used with respect to Fountain or any agreement, instrument, statute or regulation defined or referred of its Subsidiaries means the past practice of Trident with respect to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicableFountain Business.

Construction; Interpretation. Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever. The parties have participated jointly table of contents to this Agreement is for reference purposes only and shall not affect in any way the negotiation and drafting meaning or interpretation of this Agreement. In Whenever required by the event of an ambiguity or question of intent or interpretation arisescontext, any pronoun used in this Agreement or the Schedules and Exhibits hereto shall be construed include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if drafted jointly by the parties and no presumption of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicatedapplicable hereof. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement in its entirety as a whole and not to any particular Article, Section or provision of this Agreement. The references word “extent” in the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “dollarsif.” The word “will” when used in this Agreement shall be deemed to have the same meaning and effect as the word “shall.” The words “or,” “any” or “$either” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained when used in this Agreement are applicable to not exclusive. The Parties have participated jointly in the singular negotiation and drafting of this Agreement, the Merger Agreement, the Distribution Agreement and the other Ancillary Agreements. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as well as if drafted jointly by the plural forms Parties, and no presumption or burden of such terms. Reference to proof shall arise favoring or disfavoring any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred Any payment to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (be made pursuant hereto shall be made in the case U.S. dollars and by wire transfer of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicableimmediately available funds.

Construction; Interpretation. The parties Reinsured and the Reinsurer have participated jointly in the negotiation and drafting of this Reinsurance Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Reinsurance Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Reinsurance Agreement. When a reference is made to an Article, Section, Schedule or Exhibit Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of or to this Reinsurance Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Reinsurance Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Reinsurance Agreement,” means this Reinsurance Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Reinsurance Agreement in its entirety and not to any particular Article, Section or provision of this Reinsurance Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties Reinsured and the Reinsurer have participated jointly in the negotiation and drafting of this TPR Allocation Agreement. In the event of an ambiguity or question of intent or interpretation arises, this TPR Allocation Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this TPR Allocation Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this TPR Allocation Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this TPR Allocation Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this TPR Allocation Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this TPR Allocation Agreement in its entirety and not to any particular Article, Section or provision of this TPR Allocation Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The term “this Agreement” means this Agreement together with all Exhibits hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The use in this Agreement of the term “including” and other words of similar import mean “including, without limitation” and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word “or” is not exclusive and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including any Exhibits, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. The use herein of terms importing the singular shall also include the plural, and vice versa. The reference to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to “$” shall mean United States dollars. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the Parties. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties, and no presumption of or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.

Construction; Interpretation. The parties CGLIC, Berkshire Life and NICO have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement, provided, however, for the avoidance of doubt, the word “Agreement” shall not include the Ancillary Agreements unless, in each case, specifically incorporated therein by reference. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms its successors (including by reason of such terms. Reference to any Person includes such Person’s successors merger, consolidation or otherwise) and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties have participated jointly Parties to this Reinsurance Agreement understand and agree that this Reinsurance Agreement has been negotiated at arm’s length and on equal footing as between the Reinsured and the Reinsurer, that all of the Parties are sophisticated, and that all of the Parties fully understand and agree to all the terms and conditions contained in this Reinsurance Agreement. Accordingly, in any dispute concerning the negotiation and drafting meaning of this Reinsurance Agreement. In the event of an ambiguity , or question of intent any term or interpretation arisescondition hereof, this Agreement such dispute shall be construed as if drafted jointly by the parties and no resolved without any presumption or rule of burden construction in favor of proof shall arise favoring either Party or disfavoring any party by virtue of the authorship of any of the provisions of this Agreementrelated or similar doctrine. When a reference is made to an Article, Section, Schedule or Exhibit Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of or to this Reinsurance Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Reinsurance Agreement, they shall be deemed to be followed by the words “without limitation.” The word words “Reinsurance Agreement,” means mean this Reinsurance Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Reinsurance Agreement in its entirety and not to any particular Article, Section or provision of this Reinsurance Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplementedpermitted assigns, including by reason of merger, consolidation or otherwise. For the avoidance of doubt, the Parties agree that each Party shall be responsible for its own fees and expenses (including fees and expenses of outside counsel and outside consultants) incurred in connection with the case of agreements entry into this Reinsurance Agreement and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicableRelated Agreements.

Construction; Interpretation. The parties title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The term “this Agreement” means this Agreement together with all Exhibits hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The use in this Agreement of the term “including” and other words of similar import mean “including, without limitation” and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word “or” is not exclusive and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole, including any Exhibits, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. The use herein of terms importing the singular shall also include the plural, and vice versa. The reference to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to “$” shall mean United States dollars. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the Parties. Time is of the essence with respect to the performance of all obligations under this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties, and no presumption of or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.

Construction; Interpretation. The parties CGLIC and Retrocessionaire have participated jointly in the negotiation and drafting of this Retrocession Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Retrocession Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Retrocession Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of or to this Retrocession Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Retrocession Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Retrocession Agreement,” means this Retrocession Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Retrocession Agreement in its entirety and not to any particular Article, Section or provision of this Retrocession Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms its successors (including by reason of such terms. Reference to any Person includes such Person’s successors merger, consolidation or otherwise) and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties Parties acknowledge that all Parties and their counsel hereto have participated jointly read and fully negotiated all the language used in the negotiation and drafting of this Agreement. In the event No rule of an ambiguity or question of intent or interpretation arises, construction shall apply to this Agreement which construes ambiguous or unclear language in favor of or against any Party by reason of that Party’s role in drafting this Agreement. No provision hereof shall be construed as if drafted jointly by the parties and no presumption of burden of proof shall arise favoring a limitation or disfavoring any party by virtue of the authorship modification of any of the provisions of this Agreementother provision hereof. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in In this Agreement, they shall be deemed to be followed by unless the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other context otherwise requires: (a) words of similar import shall refer to this Agreement in its entirety and not to any particular Articlethe masculine or neuter gender include, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amendedapplicable, modifiedthe masculine, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference neuter and/or reference to any Person includes such Person’s successors and assigns but but, if applicable, only if such successors and assigns are not prohibited permitted by this Agreement. Unless , and reference to a Person in a particular capacity excludes such Person in any other capacity; (b) any accounting term used and not otherwise provided hereindefined in this Agreement has the meaning assigned to such term in accordance with GAAP; (c) “including” (and with correlative meaning “include”) means “including without limitation” and no exclusion of unlisted items shall be inferred from their absence; (d) reference to any law (including statutes and ordinances) means such law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (e) any agreement, instrument, statute insurance policy, statute, regulation, rule or regulation order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument instrument, insurance policy, statute, regulation, rule or statute order as from time to time amended, modified or supplemented, including (in the case of agreements and or instruments) by waiver or consent and (in the case of statutes and statutes, regulations, rules or orders) by succession of comparable successor statutes or statutes, regulations, as applicablerules or orders and references to all attachments thereto and instruments incorporated therein; (f) references to any Section, Exhibit or Schedule are to the Sections, Exhibits and Schedules of this Agreement unless otherwise expressly stated; (g) references to a number of days shall be deemed to refer to calendar days unless such reference is specifically to “Business Days”; (h) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (i) all amounts expressed in this Agreement and all payments required by this Agreement are in United States dollars; and (j) references to “have been made available to the Purchaser,” “have been delivered to the Purchaser,” or “have been provided to the Purchaser” (and with any correlative word or phrase) mean was made available to the Purchaser by the Sellers, the Company or Sellers’ Representative in the VDR or have been otherwise given to the Purchaser and its representatives.

Construction; Interpretation. The parties Reinsurer and NICO have participated jointly in the negotiation and drafting of this Retrocession Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Retrocession Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Retrocession Agreement. When a reference is made to an Article, SectionSection or Exhibit, Schedule or Exhibit such reference shall be to an Article, Section, Schedule Section or Exhibit of or to this Retrocession Agreement unless otherwise indicated. Whenever the words “include”, ,” “includes” or “including” are used in this Retrocession Agreement, they shall be deemed to be followed by the words “without limitation.” The word phrase “Retrocession Agreement,” means this Retrocession Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Retrocession Agreement in its entirety and not to any particular Article, Section or provision of this Retrocession Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenactedreenacted and then in effect, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties Parties have participated jointly in the negotiation and drafting of this Parental Guarantee Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Parental Guarantee Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Parental Guarantee Agreement. When a reference is made to an Article, Section, Schedule or Exhibit a Section such reference shall be to an Article, Section, Schedule or Exhibit a Section of or to this Parental Guarantee Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Parental Guarantee Agreement, they shall be deemed to be followed by the words “without limitation.” The word term “Parental Guarantee Agreement,” means this Parental Guarantee Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Parental Guarantee Agreement in its entirety and not to any particular Article, Section or provision of this Parental Guarantee Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The term “this Agreement” means this Agreement together with all Exhibits hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The use in this Agreement of the term “including” and other words of similar import mean “including, without limitation” and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word “or” is not exclusive and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole, including any Exhibits, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. The use herein of terms importing the singular shall also include the plural, and vice versa. The reference to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to “$” shall mean United States dollars. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the Parties. Time is of the essence with respect to the performance of all obligations under this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties, and no presumption of or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.

Construction; Interpretation. The parties CNA Parties and NICO have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement, provided, however, for the avoidance of doubt, the word “Agreement” shall not include the Ancillary Agreements unless, in each case, specifically incorporated therein by reference. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties Reinsureds and NICO have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties and no presumption of or burden of proof shall arise favoring or disfavoring any party either Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to , provided, however, for the avoidance of doubt, the word “dollars” or “$Agreement” shall be to United States dollarsnot include the Ancillary Agreements unless, in each case, specifically incorporated therein by reference. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenactedreenacted and then in effect, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement References to a Person are applicable also to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s its successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicablepermitted assigns.

Construction; Interpretation. The parties title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The term "this Agreement" means this Agreement together with all Exhibits hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The use in this Agreement of the term "including" and other words of similar import mean "including, without limitation" and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word "or" is not exclusive and the words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole, including any Exhibits, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. The use herein of terms importing the singular shall also include the plural, and vice versa. The reference to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to "$" shall mean United States dollars. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the Parties. Time is of the essence with respect to the performance of all obligations under this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties, and no presumption of or burden of proof shall arise favoring or disfavoring disfa,,oring any party Party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.

Construction; Interpretation. The parties have participated jointly name assigned to this Agreement and the article and section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. Whenever the context requires, the gender of all words used in this Agreement includes the negotiation masculine, feminine, and drafting neuter. Unless otherwise specified, all references to Articles and Sections refer to articles and sections of this Agreement. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any controlled Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with GAAP, as applied in the preparation of the Financial Statements, and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time. Unless the context otherwise requires, a reference to a document includes all amendments or supplements to, or replacements or novations of, that document. In this Agreement, (a) the event use of the term “including” means “including, without limitation”; (b) the word “or” shall be disjunctive but not exclusive; (c) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another Governmental Authority with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute; (d) a reference to an entity includes any successor entity, whether by way of merger, amalgamation, consolidation or other business combination; (e) all reference to currency or “$” in this Agreement shall be deemed to be reference to United States dollars and (f) reference to a word defined hereunder shall apply equally to both the singular and plural forms of the terms defined. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties Parties, and no presumption of or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. When a reference is made to an Article, Section, Schedule or Exhibit such reference shall be to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitationprovision.” The word “Agreement,” means this Agreement as amended or supplemented, together with all Exhibits and Schedules attached hereto or incorporated by reference, and the words “hereof,” “herein,” “hereto,” “hereunder” and other words of similar import shall refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The references to “dollars” or “$” shall be to United States dollars. Reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement. Unless otherwise provided herein, any agreement, instrument, statute or regulation defined or referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and regulations) by succession of comparable successor statutes or regulations, as applicable.