Common use of Interpretation; Disclosure Letters Clause in Contracts

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement 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 thing extends, and such shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting Documents exclude any disclosures under the captions “Risk Factors” and “Forward-Looking Statements” or other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter or the Merger Subsidiary Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections of this Agreement to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such information. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version shall control.

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The preamble and the recitals set forth at the beginning of this Agreement are incorporated by reference into and made a part of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such word or phrase shall not simply mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or”, “any” or “either” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Parent Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document Agreement means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting SEC Documents exclude any disclosures in under the captions “Risk Factors” and “Forward-Looking Statements” or other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in naturenature or any disclosures in the exhibits thereto. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific New York City time, on the business day immediately prior to the date of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement Ansarada to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter or the Merger Subsidiary Parent Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections of this Agreement to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such informationinformation and without the need to examine underlying documentation. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. The measure of a period of one month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version The terms “ordinary course” or “ordinary course of business” shall controlmean “ordinary course of business consistent with past practice”.

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement 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 thing extends, and such shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document Agreement means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting SEC Documents exclude any disclosures under the captions in any “Risk Factorsrisk factors” section and “Forward-Looking Statements” or any other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary predictive or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter or the Merger Subsidiary Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections of this Agreement to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such informationinformation and without the need to examine underlying documentation. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version shall control.

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement 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 thing extends, and such shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to terms. Each of the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document means (a) parties hereto has participated in the case drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in of the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting Documents exclude any disclosures under the captions “Risk Factors” and “Forward-Looking Statements” or other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date provisions of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted accessAgreement. Any matter disclosed in any section Section of either the Company Purchaser Disclosure Letter or the Merger Subsidiary Seller Disclosure Letter shall be deemed disclosed only for qualify the purposes correspondingly numbered representation and warranty or covenant and any other representation and warranty or covenant of Purchaser or Seller to the extent that the relevance of any such disclosure to such other representation and warranty or covenant is reasonably apparent from the text of such disclosure, other than the material under the heading “SEC Documents” in Section 4.04 of the specific Sections Seller Disclosure Letter (which shall only 108 qualify Section 4.04). When a reference is made in this Agreement or the Seller Disclosure Letter to information or documents being provided, made available or disclosed to Purchaser or its affiliates, such information or documents shall include any information or documents (i) furnished in the “data room” maintained by Seller at least 36 hours prior to the execution of this Agreement and to which such section relates; provided, however, that any information disclosed access has been granted to Purchaser and its Representatives or (ii) otherwise provided in one section of either such disclosure letter shall be deemed writing (including electronically) to be disclosed in such other sections of such disclosure letter to which Purchaser or its relevance is readily apparent on the face of such information. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version shall controlaffiliates.

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, Article or Exhibit, such reference shall be to a Section of or Article of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties have participated jointly in negotiating and drafting this Agreement, and in the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. 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 words “hereof”, ,” “herein” and “hereunder” and words of similar import when used in this Agreement 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 thing extends, and such shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Parent Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document Agreement means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in documents or reports filed with the Filed Company Reporting Documents SEC (including the Parent SEC Documents) exclude any disclosures under the captions in any “Risk Factorsrisk factors” section and “Forward-Looking Statements” or any other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary predictive or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter or the Merger Subsidiary Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections of this Agreement to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such information. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version shall control.

Interpretation; Disclosure Letters. When a reference is made (a) The headings contained in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The and in the table of contents and headings contained in to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any terms used in any Exhibit but not otherwise defined therein shall have the respective meanings as defined in this Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include,” ”, “includes” or and “including” are used in this Agreement, they shall be deemed to be followed by the words phrase “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement 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”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References Unless the context requires otherwise (i) any definition of or reference to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate agreement, instrument or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable any Law herein shall be construed as referring to the singular such agreement, instrument or other document or Law as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document means (a) in the case of any statute, such statute and any comparable statute that from time to time replaces amended, supplemented or otherwise modified, (ii) any reference herein to any person shall be construed to include such statute by succession and (b) in the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted person’s successors and assigns. References to matters disclosed in , (iii) the Filed Company Reporting Documents exclude any disclosures under the captions words “Risk Factorsherein”, “hereof” and “Forward-Looking Statements” or other disclosures that are predictivehereunder”, cautionary or forward-looking in nature and any other disclosure contained or referenced therein words of informationsimilar import, factors or risks that are predictive, cautionary or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter or the Merger Subsidiary Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections of this Agreement construed to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such information. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply refer to this Agreement or in its entirety and not to any particular provision hereof any rule or presumption of interpreting hereof, (iv) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereofand (v) all references herein to “dollars”, “cash” and “$” shall be construed to refer to U.S. dollars. This Agreement is in shall be construed without regard to any presumption or rule requiring construction or interpretation against the English language, and while this Agreement may party drafting or causing any instrument to be translated into other languages, the English language version shall controldrafted.

Interpretation; Disclosure Letters. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement 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 thing extends, and such shall not mean simply “if”. The word “will” shall be construed to have the same meaning as the word “shall”. The word “or” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to terms. Each of the masculine as well as to the feminine and neuter genders of such term. Any Contract or statute defined or referred to herein or in any Transaction Document means (a) Parties hereto has participated in the case drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any statute, such statute and any comparable statute that from time to time replaces such statute by succession and (b) in of the case of any Contract, such Contract and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting Documents exclude any disclosures under the captions “Risk Factors” and “Forward-Looking Statements” or other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature. Except as otherwise provided, any information “made available” to or similarly provided to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on the business day immediately prior to the date provisions of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement to which Parent’s Representatives have been granted accessAgreement. Any matter disclosed in any section Section of either the Company Purchaser Disclosure Letter or the Merger Subsidiary Seller Disclosure Letter shall be deemed disclosed only for qualify the purposes of the specific Sections of this Agreement correspondingly numbered representation and warranty or covenant and to which such section relates; providedany other representation, howeverwarranty or covenant where it is reasonably apparent, that any information disclosed in one section of either such disclosure letter shall be deemed to be disclosed in such other sections of such disclosure letter to which its relevance is readily apparent on the face of such information. Each party hereto has participated in disclosure, that the drafting of this Agreement, which each party acknowledges disclosure is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not intended to apply to such other Section. When a reference is made in this Agreement or the Seller Disclosure Letter to information or documents being provided, made available or disclosed to Purchaser or its affiliates, such information or documents shall include any provision hereof any rule information or presumption of interpreting this Agreement or any provision hereof against documents (i) furnished in the draftsperson “data room” maintained by Seller prior to the execution of this Agreement and to which access has been granted to Purchaser or any provision hereof. This Agreement is its affiliates or (ii) otherwise provided in the English language, and while this Agreement may be translated into other languages, the English language version shall controlwriting (including electronically) to Purchaser or its affiliates.

Interpretation; Disclosure Letters. When Unless the context of this Agreement otherwise requires, when a reference is made in this Agreement to a an Article, Section, or Exhibit, such reference shall be to a an Article, Section of or Exhibit to this Agreement unless otherwise indicated. The preamble and the recitals set forth at the beginning of this Agreement are incorporated by reference into and made a part of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in and the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such word or phrase shall not simply mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word words “or”, “any”, “neither”, “nor” or “either” shall not be exclusive. References to “this Agreement” shall include the Company Disclosure Letter and the Merger Subsidiary Parent Disclosure Letter. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract contract, instrument or statute defined or referred to herein or in any Transaction Document Agreement means any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (a) in the case of any statute, such statute and any comparable statute that from time to time replaces such statute agreements or instruments) by succession waiver or consent and (b) in the case of any Contract, such Contract statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated thereinreferences to. References to a person are also to its permitted successors and assigns. References to matters disclosed in the Filed Company Reporting Documents exclude any disclosures under the captions “Risk Factors” and “Forward-Looking Statements” or other disclosures that are predictive, cautionary or forward-looking in nature and any other disclosure contained or referenced therein of information, factors or risks that are predictive, cautionary or forward-looking in nature. Except as otherwise provided, any information “made available” to, “delivered” to or similarly provided “provided” to Merger Subsidiary or Parent by the Company or any Company Subsidiary shall include only that information which, as of 11:59 p.m., Pacific time, on at least 24 hours before the business day immediately prior to the date execution of this Agreement was contained in that certain virtual data room maintained by the Company through the “Image” Data Room Site (xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/Login) maintained for this Agreement Intralinks to which Parent’s Representatives have been granted access. Any matter disclosed in any section of either the Company Disclosure Letter The phrase “date hereof” or the Merger Subsidiary Disclosure Letter shall be deemed disclosed only for the purposes of the specific Sections “date of this Agreement to which such section relates; provided, however, that any information disclosed in one section of either such disclosure letter Agreement” shall be deemed to refer to the date set forth in the preamble of this Agreement. References from, to or through any date mean, unless otherwise specified, from and including, to and including or through and including, respectively, and not beyond such date. The measure of a period of one month or year for purposes of this Agreement will be disclosed in such other sections the date of the following month or year corresponding to the starting date; and, if no corresponding date exists, then the end date of such disclosure letter period being measured will be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). The terms “ordinary course” and “ordinary course of business” refers to which the ordinary course of business consistent with past practice of the applicable person and its relevance is readily apparent on Subsidiaries and, for purposes of Article III, shall include any action taken by such Person and its Subsidiaries reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures consistent with past practice. Unless the face context otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and, in the case of such informationany Governmental Authority, to any Person succeeding to its functions and capacities. The term “writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and including writings delivered by electronic delivery, and “written” will be construed in the same manner. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations among the parties and their advisors, and the parties agree that there shall not apply to this Agreement or any provision hereof any rule or presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any provision hereof. This Agreement is in the English language, and while this Agreement may be translated into other languages, the English language version shall control.