Extract to table

01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Assets" has the meaning set forth in Section 2

02 — Interpretation Unless the context of this Agreement clearly requires otherwise, (a) words importing the masculine gender shall include the feminine and neuter genders, and vice versa; (b) words importing the singular shall include the plural, and vice versa; (c) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (d) the words "herein," "hereof," "hereunder," "hereby," and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular provision hereof; (e) references to "Section," "Article," "Exhibit," or "Schedule" are references to Sections, Articles, Exhibits, or Schedules of or to this Agreement, unless otherwise stated; (f) references to any Law shall be deemed to refer to such Law as amended, supplemented, or otherwise modified from time to time, including all rules and regulations promulgated thereunder; (g) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, supplemented, or otherwise modified from time to time in accordance with its terms; (h) all references to "dollars" or "$" shall mean lawful money of the United States of America; (i) headings and captions are inserted for convenience of reference only and shall not be used in interpreting or construing this Agreement; (j) whenever the last day for the exercise of any right or the discharge of any duty hereunder falls on a day other than a Business Day, the party having such right or duty may exercise that right or discharge that duty on the next succeeding Business Day; and (k) the Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein

04 — Excluded Liabilities All liabilities and obligations of the Company other than the Assumed Liabilities (collectively, the "Excluded Liabilities") shall be retained by and remain the sole responsibility and obligation of the Company and the Members

The Purchase Price shall be subject to adjustment solely as set forth in this Article II

At the Closing, Buyer shall deposit the Escrow Amount of Three Million Dollars ($3,000,000) from the Closing Cash Payment with Commonwealth Escrow Services Inc

The Escrow Amount shall serve as security for the indemnification obligations of Sellers under Article IX of this Agreement