definiens: means this agreement together with all schedules and the exhibits hereto, as the same may fromtime to time be amended, modified, supplemented or restated in accordance with the terms hereof . In this Agreement, the term or means the knowledge of each officer of the Company, which could have been acquired after making such reasonable due inquiry and exercising such reasonable diligence as aprudent business person could have made or exercised in the management of his or her business affairs, including reasonabledue inquiry of those key employees and professionals of the Company who could reasonably be expected to have actualknowledge of the matters in question . Accounting terms used but not otherwise defined herein shall have the meanings givento them under GAAP . The use in this Agreement of the term means The words and other words of similar import refer to this Agreement as a whole, including the schedulesand exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particularsection, subsection, paragraph, subparagraph or clause contained in this Agreement . All references to sections, schedules andexhibits mean the sections of this Agreement and the schedules and exhibits attached to this Agreement, except whereotherwise stated . The title of and the section and paragraph headings in this Agreement are for convenience of reference onlyand shall not govern or affect the interpretation of any of the terms or provisions of this Agreement . The use herein of themasculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require or permit . Wherespecific language is used to clarify by example a general statement contained herein, such specific language shall not bedeemed to modify, limit or restrict in any manner the construction of the general statement to which it relates . The languageused in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall beapplied against any party