Definition of Certain Terms; Interpretation. The terms defined in this Article VIII, whenever used in this Agreement (including in the Schedules of the Disclosure Letter), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so defined). All references herein to a Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to this Agreement, unless otherwise indicated and the words “hereof” and “hereunder” will be deemed to refer to this Agreement as a whole and not to any particular provision. The words “includes” and “including” will be deemed to be followed by the words “without limitation” whenever used. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
Definition of Certain Terms; Interpretation. 2 1.2 Index of Other Defined Terms .................................................................................7 ARTICLE 2
Definition of Certain Terms; Interpretation. The terms defined in this Section 1.1, whenever used in this Agreement (including in the NORCAL Disclosure Schedule or the PRA Disclosure Schedule), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so defined). The following terms, as used in this Agreement, have the meanings that follow: “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, audit, proceeding, litigation, citation, summons or subpoena (whether civil, criminal, administrative or regulatory) whether at law or in equity. “Adoption Date” means February 18, 2020. “Affiliate” means with respect to any specified Person, any other Person that at the time of determination directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such specified Person. “Applicable Law” means all laws, published rules, statutes, regulations, codes and judgments, injunctions, orders, decrees, licenses, permits and all other binding requirements of Governmental Authorities applicable to the Person, place and situation in question. “Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are required or authorized by law or executive order to be closed. “Code” means the United States Internal Revenue Code of 1986, as amended. “Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings. “Conversion Statutes” means the provisions of CA Insurance Code Section 4097 et seq. applicable to the conversion of a mutual insurance company to a stock insurance company, but excluding the provisions applicable to the organization of a mutual holding company. “Eligible Policyholder” means, at any time prior to the Closing Date, a person who is a Policyholder on the Adoption Date and, at any time on or after the Closing Date, a person who is a Policyholder on both the Adoption Date and the Closing Date. For the avoidance of doubt, a person who is a Policyholder on the Adoption Date and who terminates or non-renews his, her or 2 43126503 v1
Definition of Certain Terms; Interpretation. The terms defined in this Article X, whenever used in this Agreement (including in the Schedules of the Disclosure Letter), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so defined). All references herein to a Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to this Agreement, unless otherwise indicated and the words “hereof” and “hereunder” will be deemed to refer to this Agreement as a whole and not to any particular provision. All references herein to “$” shall be references to United States dollars. The words “includes” and “including” will be deemed to be followed by the words “without limitation” whenever used. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
Definition of Certain Terms; Interpretation. 48 8.2. Schedules...............................................57
Definition of Certain Terms; Interpretation. The terms defined in this Article VIII, whenever used in this Agreement (including in the Schedules of the EBG Disclosure Letter or the Astoria Disclosure Letter), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so defined). All references herein to a Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to this Agreement, unless otherwise indicated and the words “here of and “hereunder” will be deemed to refer to this Agreement as a whole and not to any particular provision. The words “includes” and “including” will be deemed to be followed by the words “without limitation” whenever used. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Whenever there is a representation by a party that a Contract or other information has been provided, delivered or made available to another party hereunder, such party shall, regardless of whether such representation or warranty specifically includes language to such effect, be deemed a representation and warranty by such party that a complete and correct copy of such Contract or other information (including all amendments, supplements, and extensions thereto) has been provided, delivered or made available by such party.
