Common use of Other Definitional and Interpretive Matters Clause in Contracts

Other Definitional and Interpretive Matters. For purposes of this Agreement, the following rules shall apply: All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. Unless expressly provided to the contrary, the word “or” is not exclusive. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Except as expressly provided otherwise in this Agreement, references to any law or agreement means such law or agreement as it may be amended from time to time. References to any date shall mean such date in Fort Worth, Texas and for purposes of calculating the time period in which any notice or action is to be given or undertaken hereunder, such period shall be deemed to begin at 12:01 a.m. on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “to the extent” shall mean the degree or proportion to which a subject or other thing extends, and such phrase shall not mean simply “if.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Other Definitional and Interpretive Matters. For Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: All (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to Exhibitsany “Article”, Schedules“Section”, Articles, Sections, subsections and other subdivisions refer “Schedule” or “Exhibit” are to the corresponding ExhibitsArticle, SchedulesSection, Articles, Sections, subsections and other subdivisions Disclosure Schedule or Exhibit of or to this Agreement Agreement; (d) unless expressly provided otherwise. Titles appearing at otherwise specified, references to any statute, rule, regulation or form (including in the beginning definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any Articlesstatute, Sections, subsections include any rules and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementregulations promulgated under such statute), and shall be disregarded in construing the language hereof. The all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words “this Agreement,” such as “herein,”, “hereinafter”, “hereof”, “hereto” “hereby,” and “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not merely to any particular Article, Section, subsection or other subdivision unless expressly so limited. The provision of this Agreement; (f) the word “including” (in its various forms) and any variation thereof means “including without limitation. Unless expressly provided ” and shall not be construed to limit any general statement that it follows to the contrary, the word “or” is not exclusive. All specific or similar items or matters immediately following it; (g) all references to “$” or “dollars” currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be deemed references to made in United States dollars. Each accounting term not defined herein, and ; (h) each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) Party has participated in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Except as expressly provided otherwise in drafting of this Agreement, references which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any law or agreement means such law or agreement as it may be amended from time to time. References to any date shall mean such date in Fort Worth, Texas and for purposes of calculating the time period in which any notice or action is to be given or undertaken hereunder, such period shall be deemed to begin at 12:01 a.m. on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “Laws to the extent” shall mean effect that any ambiguity in a document be construed against the degree or proportion to which a subject or other thing extends, and such phrase shall not mean simply “if.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.drafter; and

Other Definitional and Interpretive Matters. For Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: . 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. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. The use of “Affiliates” and “Subsidiaries” shall be deemed to be followed by the words “as such entities exist as of the relevant date of determination”. Any reference in this Agreement to Dollars or $ shall mean U.S. dollars unless otherwise indicated. The Annex and Exhibits to this Agreement and the Company Disclosure Schedule and Parent Disclosure Schedule are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer any “Section” are to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions Section of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereofotherwise specified. The words “this Agreement,” such as “herein,” “herebyhereinafter,” “hereunder” and “hereof,” and words of similar import, “hereunder” refer to this Agreement as a whole and not merely to any particular Article, Section, subsection or other a subdivision in which such words appear unless expressly so limitedthe context otherwise requires. The word “including” (in its various forms) or any variation thereof means including “including, without limitation. Unless expressly provided ” and shall not be construed to limit any general statement that it follows to the contrary, the specific or similar items or matters immediately following it. The word “or” is not exclusive. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Except The terms “ordinary course” or “ordinary course of business” shall mean “ordinary course of business consistent with past practice”. All references herein as to any time of day shall be references to Eastern Time unless otherwise expressly provided otherwise specified. Whenever the phrase “made available” or “delivered” by the Company to Parent and/or Merger Sub is used in reference to a document, it shall mean the document available for viewing in the “Project Saturday” electronic data room hosted by “Bxx.xxx”, as that site existed as of 5:00 p.m. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement, references . An item arising with respect to any law a specific representation or agreement means such law or agreement as it may be amended from time to time. References to any date shall mean such date in Fort Worth, Texas and for purposes of calculating the time period in which any notice or action is to be given or undertaken hereunder, such period warranty shall be deemed to begin at 12:01 a.m. be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item on such balance sheet or financial statements that specifically identifies the applicable amount related to, and the subject matter of, such representation, or (B) such item and the amount thereof is otherwise specifically identified on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “to the extent” shall mean the degree balance sheet or proportion to which a subject or other thing extends, and such phrase shall not mean simply “iffinancial statements.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

Other Definitional and Interpretive Matters. For Unless otherwise expressly provided, for purposes of this Agreement, Agreement the following rules of interpretation shall apply: All (a) any reference in this Agreement to any Acquired Company or to the Acquired Companies specifically excludes reference to StarStone Brazil, including for purposes of the definition of the “Business”; (b) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, and all references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer any “Section” are to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions Section of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The otherwise specified; (d) words “this Agreement,” such as “herein,” “herebyhereinafter,” “hereunder” and “hereof,” and words of similar import, “hereto,” or “hereunder” refer to this Agreement as a whole and not merely to any particular Article, Section, subsection or other a subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. Unless expressly provided to the contrary, the word “or” is not exclusive. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, which such words appear unless the context otherwise requires. Except as expressly provided otherwise in this Agreement; (e) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (f) references to “$”and “dollars” are to the lawful currency of the United States; (g) the schedules, annexes and exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein, and any law or agreement means such law or agreement as it may be amended from time to time. References matter disclosed by any Party on any one schedule with respect to any date representation, warranty or covenant of such Party shall mean such date in Fort Worth, Texas and be deemed disclosed for purposes of calculating all other representations, warranties or covenants of such Party to the time period in which extent that it is reasonably apparent from such disclosure that it also relates to such other representations, warranties or covenants; (h) a reference to any notice legislation or action is other law or to any provision of any legislation or other law shall include any modification, amendment, re-enactment thereof, any legislative or other provision substituted therefor, and all rules, regulations and statutory instruments issued or related to such legislation or other law; (i) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement; (j) references to “days” are to calendar days, unless Business Days are specified; and (k) if a period of time is specified as from a given day, or undertaken hereunderfrom the day of an act or event, such period it shall be deemed to begin at 12:01 a.m. on the applicable date in Fort Worth, Texas. The word “extent” in the phrase “to the extent” shall mean the degree or proportion to which a subject or other thing extendscalculated exclusive of that day, and such phrase shall not mean simply “if.” If if a date specified herein for giving any notice or taking any action period of time is not a Business Day (or if the period during which any notice is required expressed to be within a period beginning and ending on two (2) given or any action taken expires on a date which is not a Business Day)days, then it shall be exclusive of the date for giving such notice or taking such action (and day at the expiration date beginning of such period during which notice is required to be given and inclusive of the day at the end of such period. No prior draft of this Agreement nor any course of performance or action taken) course of dealing shall be used in the next day which is a Business Dayinterpretation or construction of this Agreement or the Ancillary Agreements.

Other Definitional and Interpretive Matters. For Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: All (a) when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period shall be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday) and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (c) the provision of a Table of Contents, the division into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to Exhibitsany “Article”, Schedules“Section”, Articles, Sections, subsections and other subdivisions refer “Schedule” or “Exhibit” are to the corresponding ExhibitsArticle, SchedulesSection, Articles, Sections, subsections and other subdivisions Disclosure Schedule or Exhibit of or to this Agreement Agreement; (d) unless expressly provided otherwise. Titles appearing at otherwise specified, references to any statute, rule, regulation or form (including in the beginning definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any Articlesstatute, Sections, subsections include any rules and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementregulations promulgated under such statute), and shall be disregarded in construing the language hereof. The all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words “this Agreement,” such as “herein,”, “hereinafter”, “hereof”, “hereto” “hereby,” and “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not merely to any particular Article, Section, subsection or other subdivision unless expressly so limited. The provision of this Agreement; (f) the word “including” (in its various forms) and any variation thereof means “including without limitation. Unless expressly provided ” and shall not be construed to limit any general statement that it follows to the contrary, the word “or” is not exclusive. All specific or similar items or matters immediately following it; (g) all references to “$” or “dollars” currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be deemed references to made in United States dollars. Each accounting term not defined herein, and ; (h) each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP as in effect from time to time. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) Party has participated in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Except as expressly provided otherwise in drafting of this Agreement, references which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any law or agreement means such law or agreement as it may Laws to the effect that any ambiguity in a document be amended from time to time. References to any date shall mean such date construed against the drafter; and (i) the language used in Fort Worth, Texas and for purposes of calculating the time period in which any notice or action is to be given or undertaken hereunder, such period this Agreement shall be deemed to begin at 12:01 a.m. on be the applicable date in Fort Worth, Texas. The word “extent” in language chosen by the phrase “Parties hereto to the extent” shall mean the degree or proportion to which a subject or other thing extendsexpress their mutual intent, and such phrase shall not mean simply “if.” If a date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date no rule of such period during which notice is required to be given or action taken) strict construction shall be the next day which is a Business Dayapplied against any Party.