WORDS "WITHOUT LIMITATION";
(D)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND
WORDS OF SIMILAR IMPORT, WHEN USED IN THIS AGREEMENT, REFER TO THIS AGREEMENT AS
A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT;
(E)
ALL TERMS DEFINED IN THIS AGREEMENT HAVE THE
DEFINED MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO, UNLESS OTHERWISE DEFINED THEREIN;
(F)
THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE
APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS;
(G)
ANY LAW DEFINED OR REFERRED TO HEREIN OR IN ANY
AGREEMENT OR INSTRUMENT THAT IS REFERRED TO HEREIN MEANS SUCH LAW OR STATUTE AS
FROM TIME TO TIME AMENDED, MODIFIED OR SUPPLEMENTED, INCLUDING BY SUCCESSION OF
COMPARABLE SUCCESSOR LAWS;
(H)
REFERENCES TO A PERSON ARE ALSO TO ITS SUCCESSORS
AND PERMITTED ASSIGNS;
(I)
THE USE OF "OR" IS NOT INTENDED TO BE EXCLUSIVE
UNLESS EXPRESSLY INDICATED OTHERWISE;
(J)
ANY STATEMENT IN THIS AGREEMENT QUALIFIED BY THE
EXPRESSION SO FAR AS THE COMPANY IS AWARE OR TO THE BEST OF THE COMPANY'S
KNOWLEDGE OR ANY SIMILAR EXPRESSION SHALL BE DEEMED TO BE MADE ON THE BASIS OF
THE KNOWLEDGE, AS AT THE DATE OF THIS AGREEMENT OR THE CLOSING DATE, AS THE CASE
MAY BE, OF THE "NAMED EXECUTIVE OFFICERS" (AS DEFINED IN THE COMPANY'S PROXY
STATEMENT FOR ITS ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 7, 2009, AS FILED
WITH THE SEC), SUCH KNOWLEDGE BEING THEIR ACTUAL KNOWLEDGE AND THE KNOWLEDGE
THEY SHOULD HAVE, HAVING MADE DUE AND CAREFUL ENQUIRY OF THE RELEVANT SUBJECT
MATTER;
(K)
REFERENCES TO ANY INDEMNITY OR COVENANT TO PAY (THE
"PAYMENT OBLIGATION") BEING GIVEN ON AN AFTER-TAX BASIS MEANS THAT IN
CALCULATING THE AMOUNT PAYABLE PURSUANT TO SUCH INDEMNITY OR COVENANT TO PAY
(THE "PAYMENT") IF SUCH AMOUNT (OR ANY PART THEREOF) IS CHARGEABLE TO ANY TAX
(OR WOULD BE SO CHARGEABLE BUT FOR ANY RELIEF AVAILABLE AGAINST THE AMOUNT
OTHERWISE SO CHARGEABLE (WHERE RELIEF INCLUDES ANY LOSSES, CREDITS, DEDUCTIONS,
REBATES OR OTHER RELIEFS AVAILABLE TO THE PAYEE OR ANY OF ITS AFFILIATES, AS THE
CASE MAYBE)), THE AMOUNT SO PAYABLE SHALL BE INCREASED SO AS TO ENSURE THAT,
AFTER TAKING INTO ACCOUNT THE TAX CHARGEABLE (OR WHICH WOULD BE CHARGEABLE) ON
SUCH AMOUNT (INCLUDING ANY INCREASED OR ADDITIONAL AMOUNT) AND ANY TAX CREDIT,
REPAYMENT OR OTHER TAX BENEFIT WHICH IS AVAILABLE TO THE INDEMNIFIED PARTY OR
PERSON ENTITLED TO RECEIVE THE PAYMENT (IN EITHER CASE THE "RECIPIENT") SOLELY
AS A RESULT OF THE MATTER GIVING RISE TO THE PAYMENT OBLIGATION OR AS A RESULT
OF RECEIVING THE PAYMENT (WHICH TAX AND TAX CREDIT,
7
REPAYMENT OR OTHER TAX BENEFIT IS TO BE DETERMINED BY THE RECIPIENT ACTING IN
GOOD FAITH AND IS TO BE CERTIFIED AS SUCH TO THE PARTY MAKING THE PAYMENT), THE
RECIPIENT IS IN THE SAME POSITION AS IT WOULD HAVE BEEN IN IF THE MATTER GIVING
RISE TO THE PAYMENT OBLIGATION HAD NOT OCCURRED, PROVIDED THAT IF A RECIPIENT
RECEIVES A PAYMENT WHICH