Extract to table

Fundamental Representations shall survive the Closing indefinitely

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," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement unless otherwise specified, (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified, (f) the word "or" shall not be exclusive, (g) references to "dollars" or "$" shall mean United States dollars, (h) references to any Law shall be deemed to include references to such Law as amended, modified, supplemented, restated, or superseded from time to time and to all rules and regulations promulgated thereunder, (i) references to any contract shall be deemed to include references to such contract as amended, modified, supplemented, restated, or replaced from time to time in accordance with its terms and the terms of this Agreement, (j) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, and (k) when calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day

Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (a) All liabilities, obligations, and commitments related to the Retained Business, whether arising before, on, or after the Closing Date

Promptly upon receipt of any such Consent, Seller shall assign, transfer, and deliver the applicable Acquired Asset to Buyer, and Buyer shall assume the related obligations thereunder

1 — Purchase Price The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the terms and conditions set forth in this Article III

2 — Payment at Closing At the Closing, Buyer shall pay the Cash Consideration as follows: (a) Escrow Deposit