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 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.

Other Definitional and Interpretive Matters. For purposes of (a) Except as otherwise provided or unless the context otherwise requires, whenever used in 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 (i) any noun 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 pronoun shall be disregarded in construing deemed to include the language hereof. The words plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “this Agreement,” “herein,” “hereby,” “hereunderinclude” and “hereofincluding” shall be deemed to be followed by the phrase “without limitation,” 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 formsiv) means including without limitation. Unless expressly provided to the contrary, the word “or” is shall be inclusive and not exclusive. All , (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein, and (viii) each accounting term partly defined herein reference to the extent not defined“days” shall be to calendar days, will have the meaning given (ix) each reference to it under GAAP any contract or agreement shall be to such contract or agreement as in effect amended, supplemented, waived or otherwise modified from time to time. Pronouns , and (x) accounting terms which are not otherwise defined in masculinethis Agreement shall have the meanings given to them under GAAP; provided, feminine or neuter genders however, that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. (b) The provisions of this Agreement shall be construed according to state their fair meaning and include neither for nor against any other gender, party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and words, terms and titles execution of the Transaction Documents. (including terms defined hereinc) in the singular form shall be construed to include the plural and vice versa, unless the context Unless otherwise requires. Except as expressly provided otherwise in this Agreementherein, references to any law the measure of a period of one month 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 one year 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 that date of the applicable date in Fort Worth, Texas. The word “extent” in the phrase “following month or year corresponding to the extent” starting date; provided, however, that if no corresponding date exists, the measure 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 that date of such period during which notice is required the following month or year corresponding to be given or action taken) shall be the next day which following the starting date. For example, one month following February 18th is a Business DayMarch 18th, and one month following March 31 is May 1.

Other Definitional and Interpretive Matters. For purposes (a) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, the following rules shall apply: All references in this Agreement to Exhibitsshall be construed as if drafted jointly by the Parties, Schedules, Articles, Sections, subsections and other subdivisions refer to no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning authorship of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part provisions of this Agreement, and shall be disregarded in construing the language hereof. . (b) The words “this Agreementhereof,” “herein,” “hereby,” “hereunder” and “hereof,herewith” and words of similar import, import shall 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 provision 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 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”. References to articles, sections, clauses, paragraphs, exhibits, annexes and schedules are to the articles, sections, clauses and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation.” If Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. The phrases “the date specified of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to the date set forth in the Preamble, unless the context requires otherwise. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws (provided that for giving purposes of any notice representations and warranties contained in this Agreement that are made as of a specific date or taking dates, references to any action statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). All references to “dollars” or “$” refer to currency of the United States of America. All references to “U.S.” or the “United States” are to the United States of America, including its territories and possessions. Any reference to “days” means calendar days unless Business Days are expressly specified. When calculating the period of time before which, within which or following which any act is not a Business Day (to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such 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 period shall end on the next succeeding Business Day. Unless otherwise specified, the words “made available to,” “delivered to” or “disclosed to” Buyer (or words of similar import) means the documents (x) posted to the “data rooms” and online “data sites” maintained by or on behalf of the Company prior to 3:00 p.m. (New York City time) on the date for giving such notice of this Agreement or, if requested thereafter by Buyer or taking such action its Representatives, provided directly to representatives of the Buyer via electronic mail, or (y) included as an exhibit to the Seller SEC Reports filed with, or furnished to, the SEC by Seller and publicly available prior to 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 Daythis Agreement.

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 “B▇▇.▇▇▇”, 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 purposes (a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) all references to Sections refer to the Sections of this Agreement, the following rules shall apply: All all references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions Disclosure Schedules refer to the corresponding ExhibitsDisclosure Schedules attached to or delivered with this Agreement, Schedulesas appropriate, Articles, Sections, subsections and other subdivisions of or all references to Exhibits and Annexes refer to the Exhibits and Annexes attached to this Agreement unless expressly provided otherwise. Titles appearing at the beginning Agreement, each of any Articles, Sections, subsections and other subdivisions which is made a part of this Agreement are for convenience onlyall purposes, do not constitute any part of this Agreement, and shall be disregarded (v) each reference to “herein” means a reference to “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 formsvi) means including without limitation. Unless expressly provided to the contrary, the word “or” is not exclusive. All references each reference to “$” or “dollars” shall be deemed references to United States dollars. Each , (vii) each reference to “days” shall be to calendar days, (viii) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time and (ix) accounting term terms which are not otherwise defined hereinin this Agreement shall have the meanings given to them under GAAP; provided, and each accounting term partly defined herein however, that to the extent not defined, will have that a definition of a term in this Agreement is inconsistent with the meaning given to it of such term under GAAP as GAAP, the definition set forth in effect from time to time. Pronouns in masculine, feminine or neuter genders this Agreement will control. (b) The provisions of this Agreement shall be construed according to state their fair meaning and include neither for nor against any other gender, Party hereto irrespective of which Party caused such provisions to be drafted. Each of the Parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and words, terms and titles execution of the Transaction Documents. (including terms defined hereinc) in the singular form shall be construed to include the plural and vice versa, unless the context Unless otherwise requires. Except as expressly provided otherwise in this Agreementherein, references to any law the measure of a period of one month 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 one year 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 that date of the applicable date in Fort Worth, Texas. The word “extent” in the phrase “following month or year corresponding to the extent” starting date; provided, however, that if no corresponding date exists, the measure 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 that date of such period during which notice is required the following month or year corresponding to be given or action taken) shall be the next day which following the starting date. For example, one month following February 18th is a Business DayMarch 18th, and one month following March 31 is May 1.