Capitalized Terms; Headings Sample Clauses

Capitalized Terms; Headings. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Plan of Amalgamation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Employee understands that the Company and Parent are relying upon this Agreement in entering into the Plan of Amalgamation and in proceeding towards consummation of the Amalgamation. Employee further understands that this Agreement shall be binding upon the Employee’s heirs, legal representatives, successors, and permitted assigns. EMPLOYEE Print Name: Acknowledged and agreed as of the date first above written: HARBOR POINT LIMITED By: Name: Title: MAX CAPITAL GROUP LTD. By: Name: Title: This Certificate is being provided by the undersigned officer of Harbor Point Limited, a Bermuda exempted company (“Harbor Point”), to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (collectively, “Counsel”), in accordance with the opinions to be delivered by Counsel pursuant to Sections 6.2(d) and 6.3(d) of the Agreement and Plan of Amalgamation, including any schedules, exhibits or attachments thereto (the “Agreement”)1 dated as of March 3, 2010, among Harbor Point, Max Capital Group Ltd., a Bermuda exempted company (“Max”), and Alterra Holdings Limited, a Bermuda exempted company and a direct, wholly owned subsidiary of Max (“Amalgamation Sub”), regarding certain U.S. federal income tax consequences of the amalgamation of Harbor Point and Amalgamation Sub, with Harbor Point and Amalgamation Sub continuing as a Bermuda exempted company (the “Amalgamated Company”) and the Harbor Point shareholders receiving, in cancellation of their Harbor Point shares, solely shares of Max common stock, par value $1 per share (the “Max Shares”) (collectively, the “Amalgamation”). The undersigned recognizes that Counsel will rely on this Certificate in delivering such opinions. The undersigned, after due inquiry and investigation, hereby certifies as follows: 1. I am the [position] of Harbor Point. I am familiar with the transactions contemplated by, and the terms and provisions of, the Agreement, have personal knowledge of the matters covered by the following representations, and am authorized to make the following representations on behalf of Harbor Point. 2. The information set forth in the Joint Proxy Statement/Prospectus, insofar as it pertains to Harbor Poin...
Sample 1
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Capitalized Terms; Headings. Any capitalized terms used herein that are not defined shall have the meaning ascribed to them in the Plan. The headings of paragraphs in this Agreement are for convenience of reference only and shall not affect its meaning or construction.
Sample 1

Related to Capitalized Terms; Headings

  • Headings and Capitalized Terms Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award. Capitalized terms used, but not defined, in this Award shall be given the meaning ascribed to them in the Plan.

  • Capitalized Terms Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

  • Recitals; Capitalized Terms The foregoing recitals are hereby incorporated by reference. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease.

  • Other Capitalized Terms The following terms shall have the meanings specified in the indicated section of this Agreement: Accounting Firm 2.6(c) Accounts Receivable 4.26 Additional Transfer Documents 3.2(a)(iii) ADSP 6.3(c)(iii) ADSP Allocation 6.3(c)(iii) Agreed Amount 10.6(b) Agreement Preamble Allocation Schedule 6.3(b)(i) Alternative Financing 6.18(b) Assumed Liabilities 2.3 Assumed Taxes 10.3(d) Audited Financial Statements 4.10(a) Base Consideration 2.5 Xxxx of Sale and Assumption Agreement 3.2(a)(iii) Business Recitals Business Confidential Information 6.15 Business Permits 4.25 Cap 10.4(a) Claim Period 10.6(a) Claimed Amount 10.6(a) Closing 3.1 Closing Date 3.1 Closing Purchase Price 2.5 Closing Statement 2.6(b) Continuing Employees 6.10(a) De Minimis Amount 10.4(a) Debt Financing Failure Event 6.18(b) Disclosed Matter 6.26 Disclosed Matter Notice 6.26 Dispute 10.6(c) Escrow Account 2.7 Escrow Amount 2.5 Excluded Assets 2.2 Excluded Liabilities 2.4 Expiration Date 10.1(a) Final Closing Purchase Price 2.6(e) Financial Statements 4.10(a) FSA Plan 6.10(i) Indemnified Party 10.6(a) Indemnifying Party 10.6(a) Interim Financial Statements 4.10(a) IP Assignment Agreements 3.2(a)(xi) Latest Balance Sheet 4.10(a) Lease Assignment and Assumption Agreement 3.2(a)(iv) Leased Real Property 4.17(b) Lender 1.1 Licensed Intellectual Property 4.16(a) Material Contracts 4.14(a) Nonassignable Asset 2.8(a) Notice of Claim 10.6(a) Objections Notice 6.3(b)(ii) Owned Intellectual Property 4.16(a) Parent Seller Preamble Post-Closing Collection Amounts 6.8(a) Post-Signing Returns 6.3(a)(ii) Pre-Closing Statement 2.6(a) Pre-Closing Taxes 10.2(d) Privacy Policy 4.16(g) Purchaser Preamble Purchaser HRA Account 6.10(l) Purchaser HRA Plan 6.10(l) Purchaser HSA Account 6.10(l) Purchaser HSA Plan 6.10(l) Purchaser Related Parties 9.3(c) Related Terms 6.23(c) Release Date 10.1(a) Response 10.6(b) Response Period 6.3(b)(ii) Restricted Competitive Products 1.1 Restrictive Covenants 6.12(b) Retention Agreements Recitals Retiree Medical Eligible Transferred Employee 6.10(h) Retiree Medical Plan 6.10(h) Review Period 10.6(b) Section 338 Forms 6.3(c)(ii) Section 338(h)(10) Elections 6.3(c)(i) Seller Preamble Seller Bonds 4.31 Seller HRA Account 6.10(l) Seller HRA Plan 6.10(l) Sellers Preamble Sellers’ 401(k) Plan 6.10(g) Straddle Period 6.3(g) Sublease 3.2(a)(xiv) Tax Contest 6.5 Termination Date 9.1(d) Third Party Claim 10.7(a) Third Party Claim Notice 10.7(a) Threshold Amount 10.4(a) Trademarks 1.1 Transfer Taxes 6.3(d) Transferred Assets 2.1 Transferred Contracts 2.1(a) Transferred Employees 6.10(a) Transferred Leases 2.1(b) Transition Services Agreement 3.2(a)(ii)

  • Capitalized Terms; Interpretive Provisions (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Sale and Servicing Agreement, the Trust Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

  • SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

  • Captions and Paragraph Headings Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

  • Table of Contents, Headings and Captions The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

  • Table of Contents; Headings The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

  • Capitalized Terms Generally Capitalized terms used in this Annex A and not otherwise defined herein have the meanings assigned to them in the Agreement.

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