Common use of Other Definitional and Interpretive Matters Clause in Contracts

Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (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 any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the 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 statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and 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; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; and

Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for For purposes of this Agreement, the following rules of interpretation shall apply: (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 All references in this Agreement to any “Article”Exhibits, “Section”Schedules, “Schedule” or “Exhibit” are Articles, Sections, subsections and other subdivisions refer to the corresponding ArticleExhibits, SectionSchedules, Disclosure Schedule or Exhibit 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; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the definition thereof) and shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, disregarded in construing the case of any statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) language hereof. The words such as “this Agreement,” “herein”, ,” “hereinafter”, hereby,” “hereof”, “heretohereunder” and “hereunderhereof,” and words of similar import, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the Article, Section, subsection or other subdivision unless expressly so limited. The word “including” and any variation thereof (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 not be construed to limit state and include any general statement that it follows to other gender, and words, terms and titles (including terms defined herein) in the specific or similar items or matters immediately following it; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder singular form shall be made construed to include the plural and vice versa, unless the context otherwise requires. Except as expressly provided otherwise in United States dollars; (h) each Party has participated in the drafting of 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 each Party acknowledges 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 result of extensive negotiations among applicable date in Fort Worth, Texas. The word “extent” in the Partiesphrase “to the extent” shall mean the degree or proportion to which a subject or other thing extends, and consequentlysuch 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), this Agreement 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 interpreted without reference to any Laws to the effect that any ambiguity in next day which is a document be construed against the drafter; andBusiness Day.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (a) when . When calculating the period of time before which, within which or following which any act is to be done or step takentaken pursuant to this Agreement, the date that is the reference date in beginning the calculation of calculating 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 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; (b) any . 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; (c) the . 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 Agreement. All references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit Section of or to this Agreement; (d) Agreement unless otherwise specified, references to any statute, rule, regulation or form (including in the 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 statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) . The words such as “herein”, ,” “hereinafter”, ,” “hereof”, “hereto,” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) a subdivision in which such words appear unless the context otherwise requires. The word “including” and or any variation thereof means “including 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; (g) all . The word “or” is not exclusive, unless the context otherwise requires. 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 currencyEastern Time unless otherwise expressly specified. Whenever the phrase “made available” or “delivered” by the Company to Parent and/or Merger Sub is used in reference to a document, monetary values and dollars set forth herein it shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated the document available for viewing in the drafting “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. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, which each Party acknowledges 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 result of extensive negotiations among the Partiesapplicable amount related to, and consequentlythe subject matter of, this Agreement shall be interpreted without reference to any Laws to such representation, or (B) such item and the effect that any ambiguity in a document be construed against amount thereof is otherwise specifically identified on the drafter; andbalance sheet or financial statements.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, Agreement the following rules of interpretation shall apply: (a) when calculating any reference in this Agreement to any Acquired Company or to the period of time before whichAcquired Companies specifically excludes reference to StarStone Brazil, 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 (including 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 purposes of the day on Thursday) and if definition of the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day“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 Agreement, and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit Section of or to this AgreementAgreement unless otherwise specified; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the 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 statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, ,” “hereinafter”, ,” “hereof”, ,” “hereto,” and or “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreementa subdivision in which such words appear unless the context otherwise requires; (fe) the word “including” and or any variation thereof means “including 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) all references the schedules, annexes and exhibits attached to currency, monetary values this Agreement shall be construed with and dollars as an integral part of this Agreement to the same extent as if the same had been set forth herein shall mean United States (U.S.) dollars verbatim herein, and all payments hereunder any matter disclosed by any Party on any one schedule with respect to any representation, warranty or covenant of such Party shall be made in United States dollarsdeemed disclosed for purposes of all other representations, warranties or covenants of such Party to the extent that it is reasonably apparent from such disclosure that it also relates to such other representations, warranties or covenants; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without a reference to any Laws legislation or 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 any ambiguity in a document ambiguities are to be construed resolved against the drafterdrafting party shall not be applied in the construction or interpretation of this Agreement; and(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 from the day of an act or event, it shall be calculated exclusive of that day, and if a period of time is expressed to be within a period beginning and ending on two (2) given days, it shall be exclusive of the day at the beginning of such period and inclusive of the day at the end of such period. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement or the Ancillary Agreements.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: (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 any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the 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 statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and 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; (g) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; (h) each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations among the Parties, and consequently, this Agreement shall be interpreted without reference to any Laws to the effect that any ambiguity in a document be construed against the drafter; andand (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Other Definitional and Interpretive Matters. Unless otherwise expressly provided hereinprovided, for purposes of this Agreement, the following rules of interpretation shall apply: (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 Words 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, and words of one gender shall include the other genders, in each case, as the context requires; (b) the term “hereof,” “herein,” “hereinafter” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement in which such words appear, and Article, Section, paragraph, clause, subclause and Exhibit references in this Agreement are to the corresponding Articles, Sections, paragraphs, clauses, subclauses and Exhibits to this Agreement and the Seller Disclosure Schedule (as applicable) unless otherwise specified; (c) the provision division of a Table of Contents, the division this Agreement into Articles, Sections and other subdivisions Subdivisions and the insertion of headings are for convenience of reference only and shall will not affect or be utilized in construing or interpreting this Agreement and all references in this Agreement to any “Article”, “Section”, “Schedule” or “Exhibit” are to the corresponding Article, Section, Disclosure Schedule or Exhibit of or to this Agreement; (d) unless otherwise specified, references to any statute, rule, regulation or form (including in the 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 statute, include any rules and regulations promulgated under such statute), and all references to any Section of any statute, rule, regulation or form include any successor to such section; (e) words such as “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (f) the word “including” and any variation thereof means words of similar import when used in this Agreement shall mean “including including, without limitation,” unless otherwise specified and shall will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; -21- (e) the terms “Dollars” and “$” mean U.S. Dollars, the lawful currency of the United States of America; (f) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 1.3, is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (g) all references herein to currency, monetary values and dollars set forth herein a Person in a particular capacity or capacities shall mean United States (U.S.) dollars and all payments hereunder shall be made exclude such Person in United States dollarsany other capacity; (h) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each Party has participated means “to but excluding”; (i) the word “or” shall be disjunctive but not exclusive; (j) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, replaced, supplemented or superseded in whole or in part and in effect from time to time, including any successor legislation thereto, and also to all rules and regulations promulgated thereunder, and references to any section or other provision of a Law means that section or provision of such Law in effect from time to time and constituting the substantive amendment, modification, codification, reenactment, replacement or supplement of such section or other provision; (k) references herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof; (l) references to “made available” shall mean that such documents or information referenced shall have been provided in the drafting Dataroom to Purchaser and its Representatives or made available to Purchaser and its Representatives at the Company’s principal place of business located at 0000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxxxx Xxxx, XX 00000-0000, in each case at least one (1) Business Day prior to the Effective Date; (m) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; (n) references herein to “as of the date hereof,” “as of the date of this Agreement, which each Party acknowledges is ” or words of similar import will be deemed to mean “as of the result date of extensive negotiations among the Partiesexecution and delivery of this Agreement;” -22- (o) all Exhibits and the Seller Disclosure Schedule annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, and consequently, this Agreement any capitalized terms used in any Exhibit or Section of the Seller Disclosure Schedule but not otherwise defined therein shall be interpreted without reference to any Laws to the effect that any ambiguity defined as set forth in a document be construed against the drafterthis Agreement; andand (p) terms used herein which are defined in GAAP are, unless specifically defined herein, used herein as defined in GAAP. ARTICLE II