Extract to table

"Accounting Referee" means an independent accounting firm of national or regional reputation mutually agreed upon by Buyer and the Sellers, and if the parties cannot agree within five (5) Business Days after a dispute is submitted for resolution, the Accounting Referee shall be Tindall Tanaka CPAs LLP

2 — Interpretation For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The words "hereof," "herein," "hereunder," "hereby," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement

(j) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement

(l) All accounting terms used in this Agreement and not expressly defined herein shall have the meanings assigned to them in accordance with GAAP

1 — The Merger Upon the terms and subject to the conditions of this Agreement, and in accordance with Section 18-209 of the DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub

As a result of the Merger, the separate existence of the Company shall cease at the Effective Time, and Merger Sub shall continue as the surviving entity of the Merger (the "Surviving Entity") under the laws of the State of Delaware