Extract to table

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accounting Firm" means an independent nationally-recognized accounting firm mutually agreed upon by the Buyer and the Sellers' Representative; provided that Hargrove & Whitaker LLP shall be excluded from serving as the Accounting Firm given its role as the Buyer's tax advisor, and any firm that has provided audit or material tax advisory services to either Party during the twenty-four (24) months preceding the date of engagement shall similarly be disqualified

Without limiting the generality of the foregoing, Pinnacle River Capital Partners, LP and each of its portfolio companies (including CPS Holdings and the Buyer) shall be deemed Affiliates of the Buyer for all purposes of this Agreement

The Mini-Basket shall function as a tipping basket — once the aggregate amount of qualifying Losses exceeds the Mini-Basket, the Buyer Indemnified Parties shall be entitled to recover from the first dollar of such Losses

"Net Working Capital" has the meaning and shall be calculated in accordance with the Working Capital Methodology set forth in Exhibit C

No adjustment to the Purchase Price shall be made on account of any difference between actual Net Working Capital and the Working Capital Target that falls within the Working Capital Collar

2 — Interpretive Provisions Unless the context of this Agreement otherwise requires, (a) the headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (c) the word "or" is not exclusive and shall be interpreted in the inclusive sense commonly associated with the term "and/or"; (d) the words "herein," "hereof," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof; (e) all references to statutes, regulations, or Laws shall include all amendments thereto and successor statutes, regulations, and Laws and all rules and regulations promulgated thereunder; (f) all references to currency or dollar amounts shall mean the lawful currency of the United States of America; (g) all Schedules and Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (h) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP; (i) the singular shall include the plural and vice versa; (j) the masculine, feminine, and neuter genders shall each include the others; and (k) references to "days" shall mean calendar days unless the term "Business Days" is used