Extract to table

As used in this Agreement, the following terms shall have the meanings set forth below: "Accounting Firm" means Kensington Forensic Advisors LLP, 90 Park Avenue, New York, New York 10016, or such other nationally recognized independent accounting firm as may be mutually agreed in writing by Buyer and Seller; provided, that in no event shall Pemberton Graves LLP or Whitecliff & Harding LLP serve as the Accounting Firm

"NWC Methodology" means the accounting principles, methodologies, policies, procedures, and line-item definitions set forth on Exhibit A attached hereto, which shall be applied consistently with GAAP as historically applied by the Company

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" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (f) the word "or" is not exclusive; (g) all references to "$" or "Dollars" are to United States Dollars; (h) references to a Person are also to its permitted successors and assigns; (i) references to any statute or regulation refer to such statute or regulation as amended or supplemented from time to time (and, in the case of a statute, to any rules and regulations promulgated thereunder); (j) a reference to any contract or agreement (including this Agreement) is to such contract or agreement as amended, restated, supplemented, or modified from time to time in accordance with its terms; (k) 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) whenever this Agreement requires that Seller "cause" the Company or any Subsidiary to take or refrain from taking any action, such requirement shall be deemed to include the obligation of Seller to exercise its rights as the sole member of the Company to effect such action or omission; and (m) if any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter

Upon consummation of the Closing, Buyer shall own one hundred percent (100%) of the Membership Interests and shall be the sole member of the Company

At the Closing, the Equity Purchase Price shall be estimated based on the Estimated Closing Statement delivered pursuant to Section 2

4(b) (the resulting amount, the "Estimated Equity Purchase Price"), and shall be subject to post-Closing adjustment as set forth in Section 2