MADE IN THIS AGREEMENT TO AN ARTICLE, SECTION,
SCHEDULE OR EXHIBIT, SUCH REFERENCE SHALL BE TO AN ARTICLE, SECTION, SCHEDULE OR
EXHIBIT, RESPECTIVELY, OF THIS AGREEMENT.
UNLESS THE CONTEXT REQUIRES
OTHERWISE, THE WORDS "HEREOF", "HEREBY" AND "HEREIN" AND WORDS OF SIMILAR
MEANING WHEN USED IN THIS AGREEMENT REFER TO THIS AGREEMENT IN ITS ENTIRETY AND
NOT TO ANY PARTICULAR SECTION OR PROVISION OF THIS AGREEMENT.
THE TABLE OF
CONTENTS AND HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
1.4
RULES OF CONSTRUCTION.
(A)
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS THE PRODUCT OF
NEGOTIATION BETWEEN SOPHISTICATED PARTIES, ALL OF WHOM WERE REPRESENTED BY
COUNSEL, AND EACH OF WHOM HAD AN OPPORTUNITY TO PARTICIPATE IN AND DID
PARTICIPATE IN, THE DRAFTING OF EACH PROVISION HEREOF.
ACCORDINGLY, AMBIGUITIES
IN THIS AGREEMENT, IF ANY, SHALL NOT BE CONSTRUED STRICTLY OR IN FAVOR OF OR
AGAINST ANY PARTY BUT RATHER SHALL BE GIVEN A FAIR AND REASONABLE CONSTRUCTION
WITHOUT REGARD TO THE RULE OF CONTRA PROFERENTEM.
(B)
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN THIS
AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS,
AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND VICE
VERSA.
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND
PLURAL FORMS OF THE TERMS DEFINED.
(C)
UNLESS THE CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT SHALL BE CONSTRUED AS
REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, (II) ANY REFERENCE HEREIN TO ANY
PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS AND
(III) ANY REFERENCE TO ANY LAW SHALL INCLUDE ALL STATUTORY AND REGULATORY
PROVISIONS CONSOLIDATING, AMENDING, REPLACING OR INTERPRETING SUCH LAW.
1.5
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
10
ARTICLE 2. PURCHASE AND SALE OF ASSETS.
2.1
SALE OF ASSETS.
(A)
ON THE INTERNET CLOSING DATE AND SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, THE SELLER SHALL SELL, TRANSFER AND ASSIGN OR SHALL CAUSE ITS
AFFILIATES TO SELL, TRANSFER AND ASSIGN, FREE AND CLEAR FROM ANY AND ALL LIENS
(OTHER THAN PERMITTED LIENS THAT ARE NOT TERMINABLE LIENS), AND THE APPLICABLE
INTERNET BUYER SHALL PURCHASE ALL RIGHT, TITLE AND INTEREST THE SELLER GROUP
POSSESSES IN AND TO THE FOLLOWING PROPERTY, ASSETS, AND CONTRACTS (I) TO THE
TRADE NAME BUYER THE PROPERTIES, ASSETS AND CONTRACTS LISTED ON
EXHIBIT 2.1(A)(I) ATTACHED HERETO AND ANY BENEFITS OF ANY INSURANCE COVERAGE (TO
THE EXTENT TRANSFERABLE) RELATED TO THE FOREGOING PROPERTIES, ASSETS AND
CONTRACTS AND (II) TO THE DOMAIN NAME BUYER THE PROPERTIES, ASSETS AND CONTRACTS
LISTED ON EXHIBIT 2.1(A)(II) ATTACHED HERETO AND ANY BENEFITS OF ANY INSURANCE
COVERAGE (TO THE EXTENT TRANSFERABLE) RELATED TO THE FOREGOING PROPERTIES,
ASSETS AND CONTRACTS (COLLECTIVELY, CLAUSES (I) AND