definiens: with respect to any entity or group of entitiesmeans any event, change or effect that is materially adverse to the condition(financial or otherwise ), properties, assets ( including intangible assets),liabilities, business, operations or results of operations of such entity . Inthis Agreement, any reference to or shall mean the knowledge, after due inquiry, by Company of each of itsSubsidiaries or any of its or their officers, directors or employees . When areference is made in this Agreement to a Section, an Article, an Exhibit or aSchedule, such reference shall be to a Section or Article of this Agreement oran Exhibit or Schedule to this Agreement unless otherwise indicated . The words and when used herein shall be deemed in eachcase to be followed by the words and respectively . The phrase in thisAgreement shall mean that the information referred to has been made available ifrequested by the party to whom such 56 < Page > information is to be made available . The table of contents and headingscontained in this Agreement are for reference purposes only and shall not affectin any way the meaning or interpretation of this Agreement