or other assessment or charge in the
nature of taxes of any kind whatsoever, together with any interest or penalty,
addition to tax or additional amount imposed by any Governmental Authority; and
(ii)
any liability of the Company for the payment of amounts with respect to
payments of a type described in clause (i) as a result of any obligation of the
Company under any Tax sharing or indemnity arrangement.
"Warrant" means the Warrant, dated as of the date hereof, issued by the Company
to the Investor, the form of which is attached hereto as Exhibit B.
"Warrant Shares" has the meaning set forth in Section 2.3.
5
1.2.
INTERPRETATION.
(A) AS USED IN THIS AGREEMENT,
THE REGISTRATION RIGHTS AGREEMENT AND THE WARRANT, UNLESS THE CONTEXT CLEARLY
INDICATES OTHERWISE:
(I)
WORDS USED IN THE SINGULAR INCLUDE THE
PLURAL AND WORDS IN THE PLURAL INCLUDE THE SINGULAR;
(II)
REFERENCE TO ANY PERSON INCLUDES SUCH
PERSON'S SUCCESSORS AND ASSIGNS, BUT ONLY IF SUCH SUCCESSORS AND ASSIGNS ARE
PERMITTED BY THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT OR THE WARRANT,
AND REFERENCE TO A PERSON IN A PARTICULAR CAPACITY EXCLUDES SUCH PERSON IN ANY
OTHER CAPACITY;
(III)
REFERENCE TO ANY GENDER INCLUDES THE OTHER
GENDER;
(IV)
WHENEVER THE WORDS "INCLUDE," "INCLUDES" OR
"INCLUDING" ARE USED IN THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT,
THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION" OR "BUT
NOT LIMITED TO" OR WORDS OF SIMILAR IMPORT;
(V)
REFERENCE TO ANY ARTICLE, SECTION, EXHIBIT
OR SCHEDULE MEANS SUCH ARTICLE OR SECTION OF, OR SUCH EXHIBIT OR SCHEDULE TO,
THIS AGREEMENT, AND REFERENCES IN ANY SECTION OR DEFINITION TO ANY CLAUSE MEANS
SUCH CLAUSE OF SUCH SECTION OR DEFINITION;
(VI)
THE WORDS "HEREIN," "HEREUNDER," "HEREOF,"
"HERETO" AND WORDS OF SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION OR OTHER PROVISION
HEREOF;
(VII)
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT MEANS SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS AMENDED,
SUPPLEMENTED AND MODIFIED FROM TIME TO TIME TO THE EXTENT PERMITTED BY THE
PROVISIONS THEREOF AND BY THIS AGREEMENT;
(VIII)
REFERENCE TO ANY LAW (INCLUDING STATUTES AND
ORDINANCES) MEANS SUCH LAW (INCLUDING ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER) AS AMENDED, MODIFIED, CODIFIED OR REENACTED, IN WHOLE OR IN PART,
AND IN EFFECT AT THE TIME OF DETERMINING COMPLIANCE OR APPLICABILITY, AND
REFERENCE TO ANY PARTICULAR PROVISION OF ANY LAW SHALL BE INTERPRETED TO INCLUDE
ANY REVISION OF OR SUCCESSOR TO THAT PROVISION REGARDLESS OF HOW NUMBERED OR
CLASSIFIED;
(IX)
RELATIVE TO THE DETERMINATION OF ANY PERIOD
OF TIME, "FROM" MEANS "FROM AND INCLUDING," "TO" MEANS "TO BUT EXCLUDING" AND
"THROUGH" MEANS "THROUGH AND INCLUDING";
(X)
IN THE EVENT OF ANY CONFLICT BETWEEN THE
PROVISIONS OF THE BODY OF THIS AGREEMENT AND THE DISCLOSURE SCHEDULE, THE
PROVISIONS OF THE BODY OF THIS AGREEMENT SHALL CONTROL; AND
(XI)
THE TITLES TO ARTICLES AND HEADINGS OF
SECTIONS CONTAINED IN THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF
REFERENCE ONLY AND