Common use of Terms Generally; Certain Rules of Construction Clause in Contracts

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreement, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term "

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", ," "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof." and "hereunder" and words of similar import refer to All references in this Agreement in its entirety and not to or any part hereof unless the context shall otherwise require. All references herein other Transaction Document to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall or any other Transaction Document in which used, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) the "Certificate of Incorporation," "By-laws" or other agreementorganizational or constituent documents of any Person, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein Expressions, in any form, regarding the "knowledge of" ATG or unless the context shall otherwise require, Companies with regard to any provision of this Agreement using a term (by way of example and without limitation, such as "members matter refer to either the actual knowledge of the Xxxxxxx Group," "members directors, officers and managers of ATG and each of the Xxxxxx Group," "Affiliate" Companies or Controlled Affiliate") what any of such persons would reasonably be expected to have knowledge of after due inquiry, given such person's relationship or position with ATG or the definition Companies and in companies of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term "comparable size and nature.

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Section 1.01 and 1.02 hereof shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, require any pronoun shall include the corresponding masculine, feminine and neuter forms. The word "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase phase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation", "Charter", "organizational or constituent documents" or "Bylaws" of any Person, to any agreement (including this Agreement) or other agreementcontract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Businessbusiness") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Daybusiness day, then such action or notice shall hall be deferred until, or may be taken or given on, the next Business Daybusiness day. Unless otherwise expressly provided herein or unless the context shall otherwise require, require any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled AffiliateStockholders") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, characteristic qualification, feature or status as of that particular time. When used with reference to The word "property" includes property and assets of any Rightkind, the term "whether real or personal, tangible or intangible.

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require”. All references herein in this Agreement to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall Agreement, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the organizational or constituent documents of any agreement (including this Agreement) or other agreementPerson, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of organizational or constituent documents of any Person, to the form of such documents used in the jurisdiction of the Person’s organization, and in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" or number of "days" ” (without the explicit qualification of "Business"Business Day) shall be interpreted as a reference to a calendar day or number of calendar daysday. If any action or notice is to be taken or is required to be given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be considered timely if it is taken or given on, on or before the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used Expressions, in any form, regarding the “knowledge of” any Seller or Newly-Formed LLC with reference regard to any Rightmatter refer to either the actual knowledge of Dxxxx X. Xxxxx, the term "Sxxxxxxx Xxxxxxx, Cxxxxx Xxxxxx (DJS and PTA only) and Cxxxx Xxxxxxx (PTA only).

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Section 1.1 shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation", "Articles of Incorporation", "charter", "organizational or constituent documents" or "By-laws" of any Entity, to any agreement (including this Agreement) or other agreementContract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," Investors"members of the Xxxxxx Group," , "Affiliate" Majority Investors", "Majority Shareholders", or Controlled Affiliate"Shareholders") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to The word "property" includes property and assets of any Rightkind, the term "whether real or personal, tangible or intangible.

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require”. All references herein in this Agreement to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall Agreement, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the organizational or constituent documents of any agreement (including this Agreement) or other agreementPerson, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of organizational or constituent documents of any Person, to the form of such documents used in the jurisdiction of the Person’s organization, and in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" or number of "days" ” (without the explicit qualification of "Business"Business Day) shall be interpreted as a reference to a calendar day or number of calendar daysday. If any action or notice is to be taken or is required to be given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be considered timely if it is taken or given on, on or before the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used Expressions, in any form, regarding the “knowledge of” any Seller or Newly-Formed LLCs with reference regard to any Rightmatter refer to either the actual knowledge of Xxxxx X. Xxxxx, the term "Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx (DJS and PTA only) and Xxxxx Xxxxxxx (PTA only).

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Section 1.1 shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". ." The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. The word "or" is not exclusive and means "and/or." All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules toto (if any), this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreementContract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term ".

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Section 1.1 and elsewhere in this Agreement shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation", "Articles of Incorporation", "charter", "organizational or constituent documents" or "By-laws" of any entity, to any agreement (including this Agreement) or other agreementContract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a term (by way of example The word "property" includes property and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as assets of any timekind, refer only to such Persons who whether real or other things which have the specified characteristicpersonal, qualification, feature tangible or status as of that particular time. When used with reference to any Right, the term "intangible.

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require”. All references herein in this Agreement to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall Agreement, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the organizational or constituent documents of any agreement (including this Agreement) or other agreementPerson, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of organizational or constituent documents of any Person, to the form of such documents used in the jurisdiction of the Person’s organization, and in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" or number of "days" ” (without the explicit qualification of "Business"Business Day) shall be interpreted as a reference to a calendar day or number of calendar daysday. If any action or notice is to be taken or is required to be given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be considered timely if it is taken or given on, on or before the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used Expressions, in any form, regarding the “knowledge of” any Seller or Newly-Formed LLC with reference regard to any Rightmatter refer to either the actual knowledge of Xxxxx X. Xxxxx, the term "Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx (DJS and PTA only) and Xxxxx Xxxxxxx (PTA only).

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreement, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition thedefinition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term "exercise" shall mean to exercise the right to subscribe for, purchase or otherwise acquire shares of capital stock represented by such Right, and variants of such word (including "exercised" and "exercisable") shall have correlative meanings.

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Sections 1.01 and 1.02 hereof shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", ," "includes" and "including" shall be deemed to be followed by the phrase "without limitation". ." The words "herein", ," "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the "Certificate of Incorporation," "Articles of Incorporation," "charter," "organizational or constituent documents" or "Bylaws" of any Person, to any agreement (including this Agreement) or other agreementcontract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Businessbusiness") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Daybusiness day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Daybusiness day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled AffiliateStockholders") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to The word "property" includes property and assets of any Rightkind, the term "whether real or personal, tangible or intangible.

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation"”. The words "herein", "hereof" term “dollars” and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require“$” means United States dollars. All references herein in this Agreement or any other Transaction Document to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, to this Agreement unless the context shall or any other Transaction Document in which used, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) the “Certificate of Incorporation,” “By-laws” or other agreementorganizational or constituent documents of any Person, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" ” or number of "“days" ” (without the explicit qualification of "“Business"”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is required to be taken or notice is required to be given on or by before a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be deemed timely if it is taken or given on, on or before the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used Expressions, in any form, regarding the “knowledge of” the Company or the Seller with reference regard to any Rightmatter refer to the actual knowledge of Xxxxx Xxxxx Xxxxxxxxx, Xxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxxx and Xxxxxx X. Zara after reasonable inquiry. Any information disclosed in any single Schedule shall be deemed disclosed and incorporated into any other section of the term "Schedules to which such information would pertain, so long as the relevance of such matter to such other section is reasonably apparent from the face of such disclosure.

Terms Generally; Certain Rules of Construction. (a) The ---------------------------------------------- definitions in Exhibit A Section 1.1 and elsewhere in this Agreement shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules Sections shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, of this Agreement unless the context shall otherwise requirerequires otherwise. Unless otherwise expressly provided herein or unless the context shall otherwise requirerequires otherwise, any references as of any time to the "Certificate of Incorporation", "Articles of Incorporation", "charter", "Charter", "organizational or constituent documents" or "By-laws" of any entity, to any agreement (including this Agreement) or other agreementcontract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise requirerequires otherwise, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "AffiliateStockholders" or Controlled Affiliate"Majority Stockholders") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to The word "property" includes property and assets of any Rightkind, the term "whether real or personal, tangible or intangible.

Terms Generally; Certain Rules of Construction. (a) The definitions of terms contained in Exhibit A this Agreement shall apply equally to both the singular and plural forms of the terms defineddefined and words in the singular include the plural and words in the plural include the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". ." The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules Sections shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, of this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreementContract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement herein to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled AffiliateShareholders") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. For purposes of this Agreement, (i) any acquisition or transfer of any Rights to subscribe for, purchase or otherwise acquire any Registrable Shares shall also constitute an acquisition or transfer or proposed transfer of the Registrable Shares issuable upon the exercise, exchange or conversion thereof and (ii) any Person who holds any Right to subscribe for, purchase or otherwise acquire any Common Stock, Registrable Shares or other securities shall be deemed to hold all such Common Stock, Registrable Shares or other securities which then would be issuable if it were assumed that such Right were then duly exercised, exchanged or converted in full. When used with reference to any Right, the term "exercise" shall mean to exercise the right to exchange or convert such Right for or into, subscribe for, purchase or otherwise acquire shares of Common Stock represented by such Right, and variants of such word (including "exercised" and "exercisable") shall have correlative meanings.

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A Section 1.1 shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". ." The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. The word "or" is not exclusive and means "and/or." All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreementContract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term ".

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation"”. The words "herein", "hereof" term “dollars” and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require“$” means United States dollars. All references herein in this Agreement or any other Transaction Document to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, to this Agreement unless the context shall or any other Transaction Document in which used, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) the “Certificate of Incorporation,” “By-laws” or other agreementorganizational or constituent documents of any Person, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" ” or number of "“days" ” (without the explicit qualification of "“Business"”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is required to be taken or notice is required to be given on or by before a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be deemed timely if it is taken or given on, on or before the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used Expressions, in any form, regarding the “knowledge of” the Sellers, collectively, or the Company with reference regard to any Rightmatter refer to the actual knowledge of Xxxxxx Xxxxx, the term "Xxxxxx Xxxxxxx and Xxxx Xxxxxxxx.

Terms Generally; Certain Rules of Construction. (a) The definitions of terms contained in Exhibit A this Agreement shall apply equally to both the singular and plural forms of the terms defineddefined and words in the singular include the plural and words in the plural include the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". ." The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules Sections shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, of this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreement, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement herein to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. Whenever used with respect to any New Security or any other security, the word "issue" includes any issuance, sale or other method of transfer or delivery thereof, whether such New Security or other security is newly issued or is a treasury share and variants of such word (including "issued", "issuance" or "issuable") shall have correlative meanings. When used with reference to any Right, the term "exercise" shall mean to exercise the right to exchange or convert such Right for or into, subscribe for, purchase or otherwise acquire shares of Common Stock or other securities represented by such Right, and variants of such word (including "exercised" and "exercisable") shall have correlative meanings. (Signatures continue on the next page)

Terms Generally; Certain Rules of Construction. (a) The definitions Definitions in Exhibit A this Agreement and the other Transaction Documents shall apply equally to both 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 "or" is not exclusive words “include,” “includes” and means "and/or." The words "include", "includes" and "“including" ” shall be deemed to be followed by the phrase "“without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require”. All references herein in this Agreement or any other Transaction Document to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall or any other Transaction Document in which used, except as otherwise requireprovided. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) the “Certificate of Incorporation,” “Bylaws” or other agreementorganizational or constituent documents of any Person, to any Contract, instrument or document or to any statute or regulation Law or any specific section or other provision thereof are thereof, shall be deemed a reference to it the foregoing as amended and supplemented through such time (and, in the case of a statute or regulation Law or specific section or other provision thereof, to any successor of such statute, regulationLaw, section or other provision). Any reference in this Agreement to a "“day" ” or number of "“days" ” (without the explicit qualification of "“Business"”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature relationship between one Person and one or status more other Persons shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status relationship as of that particular time. When used with reference to any Right, the term ".

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreement, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term "EXHIBIT 7(M)

Terms Generally; Certain Rules of Construction. (a) The definitions in Exhibit A shall apply equally to both 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 "or" is not exclusive and means "and/or." The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections, subsections, Exhibits and Schedules shall be deemed references to and Sections or subsections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other agreement, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a term (by way of example and without limitation, such as "members of the Xxxxxxx Group," "members of the Xxxxxx Group," "Affiliate" or Controlled Affiliate") the definition of which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such Persons who or other things which have the specified characteristic, qualification, feature or status as of that particular time. When used with reference to any Right, the term "exercise" shall mean to exercise the right to subscribe for, purchase or otherwise acquire shares of capital stock represented by such Right, and variants of such word (including "exercised" and "exercisable") shall have correlative meanings. (b) In the event of any stock split, stock dividend, recapitalization or other change in any Company's capital structure affecting the outstanding shares of any class or series of its capital stock, there shall be an appropriate adjustment in the kind, number or percentage of shares of such class or series specified in any provision of this Agreement under which (i) an action requires the approval or consent of the holders of a specified or determinable number or percentage of shares of such class or series or (ii) the effectiveness, enforceability or parameters of a right granted to any Person, or an agreement, covenant or obligation of any Person, is stated to depend upon ownership of a specified or determinable number or percentage of shares of such class or series.