Extract to table

"Independent Accounting Firm" means Pendleton & Associates LLP, or, if such firm is unable or unwilling to serve, such other nationally recognized independent accounting firm as Parent and the Stockholder Representatives shall mutually agree upon

00% original issue discount, and 1% per annum amortization, and (b) a Revolving Credit Facility in the aggregate amount of $200,000,000, bearing interest at SOFR plus 425 basis points, with a five (5) year maturity, which shall be undrawn at the Closing

"Working Capital Collar" means the range of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000) from the Target Net Working Capital, such that no adjustment to the Aggregate Merger Consideration shall be made if the Closing Net Working Capital is between $46,000,000 and $51,000,000

2 — Interpretation (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement

All references herein to "Sections," "Articles," "Exhibits," and "Schedules" shall be deemed to refer to Sections of, Articles of, Exhibits to, and Schedules to this Agreement, unless otherwise specified

The words "hereof," "herein," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole (including all Exhibits and Schedules hereto) and not to any particular provision of this Agreement