Headings; Defined Terms Sample Clauses

Headings; Defined Terms. The headings and captions used in this Agreement are solely for the convenience of reference and shall not affect its interpretation. The term “including” means “including, without limitation,” and “herein”, “hereof’, and “hereunder” refer to this Agreement as a whole. The word “will” shall be construed to have the same meaning and effect as the word “shall”. All references herein to Articles, Sections, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto.
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Headings; Defined Terms. The headings as to the contents of particular ----------------------- sections of this Agreement are inserted only for convenience and shall not be construed as a part of this Agreement nor as a limitation on the scope of any of the terms or provisions of this Agreement. All capitalized terms not otherwise defined herein shall have the meanings set forth in Plan of Combination.
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Headings; Defined Terms. The headings and captions used in this Agreement are solely for the convenience of reference and shall not affect its interpretation. The term “including” means “including, without limitation,” and “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
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Headings; Defined Terms. The section headings and defined terms contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
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Headings; Defined Terms. The descriptive headings contained in this Amendment and Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment and Agreement. Capitalized terms used herein but not defined shall have the meaning given such terms in the Merger Agreement.
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Headings; Defined Terms. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the persons, firm or corporation may require in the context thereof. Capitalized terms used herein, but not otherwise defined shall have the respective meanings ascribed to such terms in the Purchase Agreement.
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Headings; Defined Terms. 54 45.1. Headings ............................................................................................... 54 45.2.
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Headings; Defined Terms. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. A defined term used herein but not defined shall have the meaning accorded thereto in the Agreement.
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Related to Headings; Defined Terms

  • Headings; Definitions The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

  • DEFINED TERMS AND HEADINGS The Article headings shown in this Lease are for convenience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following “Landlord Entities”, being Landlord, Landlord’s investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several. The terms “Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their and each of their respective successors, executors, administrators and permitted assigns, according to the context hereof. The term “rentable area” shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant’s Proportionate Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction to the Building or any business park or complex of which the Building is a part, remeasurement or other circumstance reasonably justifying adjustment. The term “Building” refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is part of a larger complex of structures, the term “Building” may include the entire complex, where appropriate (such as shared Expenses or Taxes) and subject to Landlord’s reasonable discretion.

  • Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • TABLE OF DEFINED TERMS Terms Reference in Agreement Acquisition Proposal Section 6.1(g) Affiliates Section 3.10(b) Agreement Preamble Alternative Acquisition Agreement Section 6.1(b)(ii) Board Recommendation Section 3.3(a) Business Facility Section 3.12(i) Buyer Preamble Buyer Holders Section 2.1(b) Buyer Material Adverse Effect Section 4.1 Certificate of Merger Section 1.1 Certificates Section 2.2(b) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Company Preamble Company Balance Sheet Section 3.4(b) Company Board Preamble Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.13(a) Company Financial Advisor Section 3.17 Company 401(k) Plans Section 6.11(c) Company Intellectual Property Section 3.9(a)(i) Company Leases Section 3.8(b) Company Material Adverse Effect Section 3.1(a) Company Material Contracts Section 3.10(a)(xi) Company Preferred Stock Section 3.2(a) Company Registered Intellectual Property Rights Section 3.9(e) Company SEC Reports Section 3.4(a) Company Stock Option Section 3.2(b) Company Stock Options Section 3.2(b) Company Stock Plans Section 3.2(b) Company Stockholder Approval Section 3.3(a) Company Stockholders’ Meeting Section 6.2(a) Company Voting Agreements Preamble Company Voting Proposal Section 3.3(a) Confidentiality Agreement Section 9.3 Copyrights Section 3.9(a)(ii) Covered Employees Section 6.11(a) DGCL Preamble Dissenting Shares Section 2.3(a) Terms Reference in Agreement Effective Time Section 1.1 Employee Benefit Plan Section 3.13(a) Environmental Law Section 3.12(g) ERISA Section 3.13(a) ERISA Affiliate Section 3.13(a) Exchange Act Section 3.3(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) GAAP Section 3.4(b) Governmental Entity Section 3.3(c) Hazardous Substance Section 3.12(h) Indemnified Parties Section 6.8(a) Intellectual Property Not defined Intellectual Property Rights Section 3.9(a)(ii) Liens Section 3.2(d) Majority Stockholder Preamble Majority Stockholder Approval Section 7.1(b) Majority Stockholder Voting Agreement Preamble Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Not defined Option Exchange Ratio Not defined Ordinary Course of Business Section 3.2(c) Outside Date Section 8.1(b) Parties Preamble Patents Section 3.9(a)(ii) Proxy Statement Section 6.2(a) Permitted Liens Section 3.15 Registered Intellectual Property Rights Section 3.9(a)(iii) Representatives Section 6.1(a) Xxxxxxxx-Xxxxx Act Section 3.4(a) SEC Section 3.3(c) Securities Act Section 3.4(a) Shrinkwrap Software Section 3.9(a)(iv) Software Section 3.9(a)(v) Special Committee Preamble Specified Time Section 6.1(a)(ii) Subsidiary Section 3.1(b) Superior Proposal Section 6.1(g) Surviving Corporation Section 1.3(b) Taxes Section 3.7(a) Tax Returns Section 3.7(a) Technology Section 3.9(a)(v) Terms Reference in Agreement Third Party Intellectual Property Not defined. Trademarks Section 3.9(a)(ii) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2004, is by and among InfoSpace, Inc., a Delaware corporation (the “Buyer”), Big Book Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Switchboard Incorporated, a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary and the Company are referred to collectively as the “Parties.” Except to the extent provided herein to the contrary, all references to the Company shall be deemed to include the Company and each Subsidiary (as defined in Section 3.1(b) below) thereof.

  • Defined Terms and Marginal Headings The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:

  • 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.

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

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