Extract to table

"Closing" means the closing of the sale and purchase of the Notes pursuant to Article II of the Purchase Agreement, at which time the Issuer shall deliver the Notes to the Initial Purchasers and the Initial Purchasers shall pay the purchase price therefor, all as more fully described in the Purchase Agreement

"Outside Date" means July 2, 2024, being five (5) Business Days following the anticipated Closing Date, or such later date as the Issuer and the Representative may agree in writing; provided that in no event shall the Outside Date be extended to a date later than July 18, 2024, unless the Escrow Agent shall have consented in writing to such extension

(c) The headings and captions in this Agreement are inserted for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" whether or not such phrase actually appears

(i) Each party acknowledges that it has been represented by counsel in connection with this Agreement and that, accordingly, no rule of construction shall apply to this Agreement requiring that ambiguities be resolved against the drafting party

The Escrow Account shall be titled: "Fidelitas Trust Company, N