Extract to table

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Aggregate Deemed Sale Price" or "ADSP" means the amount determined in accordance with Treasury Regulations Section 1

"Neutral Accountant" means Kensington Forensic Advisors LLP, located at 90 Park Avenue, New York, NY 10016, or, if Kensington Forensic Advisors LLP is unable or unwilling to serve in such capacity, such other independent nationally recognized accounting or valuation firm as the Parties may mutually agree upon in writing, which firm shall not have a material professional relationship with either Party or any of their respective affiliates

2 — Purchase Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement

1 of this Agreement and a definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement

3 — Interpretive Provisions Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The words "hereof," "herein," "hereunder," 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

(b) All references herein to Articles, Sections, and Exhibits shall be deemed to be references to Articles, Sections, and Exhibits of or to this Agreement unless the context otherwise requires