Extract to table

1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Assets" has the meaning set forth in Section 2

2 — Interpretation Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement means "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation; (i) the word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase shall not mean simply "if"; (j) the headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; and (k) all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP

The parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement

5 — Purchase Price The aggregate consideration for the Acquired Assets (the "Purchase Price") shall consist of the following: (a) Base Purchase Price

6(b) — Closing Adjustment The Closing Cash Payment shall be adjusted at the Closing as follows: (i) If the Estimated Closing Net Working Capital exceeds the NWC Target by more than the NWC Collar (i

by more than $500,000), then the Closing Cash Payment shall be decreased on a dollar-for-dollar basis by the amount by which the NWC Target exceeds the Estimated Closing Net Working Capital; and (iii) If the absolute value of the difference between the Estimated Closing Net Working Capital and the NWC Target is less than or equal to the NWC Collar ($500,000), no adjustment to the Closing Cash Payment shall be made at the Closing